Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and

Liquidation and Termination. (a) On dissolution of the Company, the Manager Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company’s assetsand the Facility Company’s Assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) The liquidator shall pay from Company funds (x) all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in and the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Facility Company funds, or otherwise make adequate provision for payment and discharge thereof them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first), and (y) the amount of all expenses incurred in liquidation; accrued, unpaid Preferred Distributions, and second, the unpaid amount of any Class A Withdrawal Amount or Class A Member Partial Redemption Amount (including any balance of any Class A Withdrawal Note); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the debtsCompany’s, liabilities and obligations the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (div) After giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3, and Section 10.3) for all periods, but subject to Section 10.2(a)(v), all remaining assets of the Company cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members as follows: (iA) First, any Available Cash Flow that does not consist of Available Capital Income Cash Flow shall be distributed in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii); and (B) Second, any Available Capital Income Cash Flow shall be distributed (I) first to the Class B UnitholdersA Members in an amount equal to the excess, if any, of (1) the sum of all Preferred Distributions shown as made or paid to the Class A Members in the Base Case Model (including those provided for after the date of liquidation), minus (2) all Preferred Distributions actually made or paid to the Class A Members under Section 5.1 or Section 10.2(a)(ii); (II) second, in an amount equal to their respective any Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance A Investment Balance that has not been paid in full to the Class A Unitholders Member; and (III) thereafter, in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii). (v) It is intended that the distributions provided in Section 10.2(a)(iv) will be in accordance with the positive balances (if any) in the final Capital Account balances of the Members, after giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3 and Section 10.3) and any allocations to be made under this Section 10.2(a)(v). however, if such distributions would not result in such intention being satisfied, constituent items of income, gain, loss and deduction under Code section 702(a)(1) through (7) will be reallocated among the Members for the year of the liquidation, to the extent permissible under Code section 704(b) (and, if necessary and permissible under Code section 704(b), for prior Company taxable years for which the deadline (determined without extensions) for filing the Company’s federal income tax return has not passed), so as to cause the Capital Account balances to be in the amounts necessary to assure that such result is achieved. For the avoidance of doubt, in no event will any Member be distributed an amount in excess of its positive balance in its Capital Account. (vi) Any distribution to the Members in respect of their respective Percentage Interests at Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company Taxable Year during in which the liquidation of the Company a Liquidating Event occurs (or, or if later, by ninety (90) within 90 days after the date of the liquidationsuch Liquidating Event). . (b) The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their interest in the Company its Membership Interest and all the Company’s property. To property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAct.

Liquidation and Termination. On (a) Upon dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed diligently to wind up the affairs of the Company Company, liquidate the remaining Assets and make final Distributions as provided herein and in wind-up the Actbusiness of the Company. The costs Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be borne applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as a Company expense. Until final distributiondirected by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the liquidators balance remaining in such reserve shall continue be distributed as provided herein) and (ii) second, to operate the Company properties Members, in accordance with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder;Section 7.1. (c) the liquidators The Company shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof terminate when (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company; (d) all remaining assets of the Company , shall be have been distributed to the Members (i) first to in the Class B Unitholders, manner provided for in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, this Agreement and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest Certificate shall have been canceled in the Company and all manner required by the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAct.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Manager Managing Member shall act as liquidator or may appoint one or more other Persons as liquidatorliquidating trustee; however, if the Company is dissolved because of an event occurring with respect to the Managing Member or if there is no Managing Member at the time of dissolution, the liquidating trustee shall be one or more Persons selected in writing by the other Members. The liquidators liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. The liquidating trustee may sell any or all Company property. Until final distribution, the liquidators liquidating trustee shall continue to operate the Company properties with all of the power and authority of the ManagerAdministrative Member hereunder. The steps to be accomplished by the liquidators liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to the Members of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidators liquidating trustee shall cause satisfy (whether by payment or reasonable provision for payment) all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidating trustee may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)positive Capital Account balances. The distribution of cash and/or property to the Members in accordance with In carrying out the provisions of this Article 10, the Managing Member shall comply (x) with the requirement of Regulations Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against 1.704-1(b)(2)(ii)(b)(2) or (y) with any other Member then existing and applicable requirement for those funds; and“substantial economic effect” within the meaning of Section 704(b) of the Code and the related Regulations.

Liquidation and Termination. (a) On dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidator Liquidator or may appoint one or more other Persons as liquidatorLiquidator. The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions distributions as provided herein and in the ActAct by the end of the taxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidators Liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerPartners and the General Partner. The steps to be accomplished by the liquidators Liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized an accounting firm of certified public accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (bii) the liquidators Liquidator shall cause have full power and authority to sell, assign and encumber any or all of the notice described Partnership's assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner; and (iii) all proceeds from liquidation shall be distributed in the Act following order of priority: (A) first, to be mailed the satisfaction of the debts and liabilities of the Partnership both to each known creditor of Partners, to the extent otherwise permitted by law, and claimant against the Company to persons other than Partners (but, in the manner described thereundercase of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation (whether by payment or the making of reasonable provision for payment thereof, including the setting up of such reserves as the Liquidator may reasonably deem necessary for any liability of the Partnership); (cB) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all pro rata to the Partners in accordance with the positive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)), provided that the terms of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company any Preferred Interests shall be taken into account in determining whether proceeds are distributed to the Members (i) first to the Class B Unitholdersholders of Preferred Interests prior to holders of other Partnership Interests; and (C) last, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders Partners in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs Interests. (or, if later, by ninety (90b) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with Notwithstanding the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return 12.2 which require the liquidation of the assets of the Partnership, but subject to the Members order of their Capital Contributions and a complete distribution priorities set forth above, if upon or following 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 Members Partners, the Liquidator may, in its reasonable discretion, defer for a reasonable time the liquidation of their interest in any assets except those necessary to satisfy liabilities of the Company and all the Company’s property. To the extent that a Member returns funds Partnership (other than those to the Company, such returning Member has no claim against any other Member for those funds; andPartners as creditors).

Liquidation and Termination. On In connection with the winding up and dissolution of the Company, the Manager Managing Member shall act as a liquidator or may appoint one or more Persons as liquidator(“Liquidator”), unless the Managing Member otherwise determines. The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final Distributions distributions as provided herein and in the Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidators Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (b) the liquidators Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunderby applicable Law; (c) upon approval of the liquidators winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, assets all of the debts, liabilities and obligations of the Company;, or otherwise make adequate provision for payment, satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations of the Members created by this Agreement; and (dii) Second, all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs Section 5.3. (or, if later, by ninety (90e) days after the date of the liquidation). The distribution of cash and/or property All distributions to the Members pursuant to Section 10.2(d)(ii) above shall be in accordance the form of cash, unless the Managing Member otherwise determines (and is further approved by the Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the issued and outstanding Class B Units pursuant to Section 6.2(b). (f) When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 14.02 all Members, shall execute, acknowledge and Section 14.03 below constitutes cause to be filed a complete return to the Members Certificate of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andCancellation.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ) all of the debts, liabilities and obligations of the Company;Company (including all expenses incurred in liquidation); and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. (a) On dissolution of the Company, the Manager Directors shall appoint a Person or Persons to act as liquidator or may appoint one or more Persons as liquidatorliquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator(s) are as follows: (ai) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized one of the five largest accounting firms in the United States (or such other independent accounting firm of certified public accountants approved by the Board) of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) the liquidators liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (ciii) the liquidators liquidator(s) shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator(s) may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (div) all remaining assets of the Company shall be sold and the cash proceeds therefrom shall be distributed to the Members as follows: (iA) first First, to the Class B UnitholdersA-1 Unit Holders based on their respective Class A-1 Units until the aggregate amount distributed pursuant to this Section 13.2(a)(iv)(A) equals the Class A-1 Unit Liquidation Preference; (B) Next, in to the Class A Unit Holders based on their respective Class A Units an amount equal to the aggregate of the FMC Liquidation Preference, the Inc. Liquidation Preference and the Newco LLC Liquidation Preference until FMC has received the FMC Liquidation Preference, Inc. has received the Inc. Liquidation Preference and Newco LLC has received the Newco LLC Liquidation Preference pursuant to this Section 13.2(a)(iv)(B), provided that in the event the amount available for distribution hereunder is less than such aggregate amount, pro rata among the Class A Unit Holders based on their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return AmountA Units; and (C) The remainder, pro rata among Class A-1 Unit Holders and Class A Unit Holders , based on their Class B Unitsrespective Units held. (b) All Distributions to the Members under this Section 13.2 shall be made, as determined by the Board, in cash and/or Securities, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution such Distribution of cash and/or property Securities to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 13.2 shall constitute a complete return to the Members Member of their its Capital Contributions and a complete distribution Distribution to the Members Member of their the Member’s interest in the Company and all of the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;; and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at ARTICLE IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On In connection with the winding up and dissolution of the Company, the Manager Managing Member shall act as a liquidator or may appoint one or more Persons as liquidator(“Liquidator”), unless the Managing Member otherwise determines. The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final Distributions distributions as provided herein and in the Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidators Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (b) the liquidators Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunderby applicable Law; (c) upon approval of the liquidators winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, assets all of the debts, liabilities and obligations of the Company;, or otherwise make adequate provision for payment, satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations of the Members created by this Agreement; and (dii) Second, all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs Section 5.3. (or, if later, by ninety (90e) days after the date of the liquidation). The distribution of cash and/or property All distributions to the Members pursuant to Section 10.2(d)(ii) above shall be in accordance the form of cash, unless the Managing Member otherwise determines (and is further approved by the Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the issued and outstanding Class B Units pursuant to Section 6.2(b)). (f) When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 14.02 all Members, shall execute, acknowledge and Section 14.03 below constitutes cause to be filed a complete return to the Members Certificate of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andCancellation.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Manager shall act as liquidator or may appoint one or more other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Manager, the liquidator shall be one or more Persons selected in writing by the other Member. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManager hereunder. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Auditor of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidators liquidator shall cause pay all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in (other than the manner described thereunder; (cDefault Loans, if any) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company shall be distributed to the Members as provided in Section 8.2 hereof. In connection with such liquidation or termination, the liquidator may sell any or all Company property and the sum of (iA) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount any resulting gain or loss from each sale plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (iiB) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end fair market value of the Taxable Year during which the liquidation of the Company occurs such property that has not been sold shall be determined and (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with notwithstanding the provisions of this Section 14.02 Article 9) income, gain, loss, and Section 14.03 below constitutes a complete return deduction inherent in such property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members to the Members extent possible to cause the Capital Account balance of their Capital Contributions and a complete distribution each Member to equal the Members of their interest in the Company and all the Company’s property. To the extent that a amount distributable to such Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andunder Section 10.2(c) hereof.

Liquidation and Termination. On the dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more representatives, Members, Managers or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in accordance with the ActDelaware Act (including in a manner that avoids the imposition of personal liability upon any Unitholder or Manager or any Company or Subsidiary officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company Company’s properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). (b) As promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company;’s remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 12.2(c) and distribute such amounts to the Unitholders, and (iii) deliver to each Unitholder a statement setting forth the Liquidation FMV and the amounts and recipients of such Distributions. (c) As soon as the Liquidation FMV and the proper amounts of distributions have been determined in accordance with Section 12.2(b), the liquidators shall promptly distribute the Company’s Liquidation Assets to the Unitholders in accordance with Section 4.1(b) (taking into account any limitation in Section 4.1(c)). Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2(c), but if any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2(c), then gross items of income, gain, deduction and loss for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Capital Account to be equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2(c). If a distribution of any non-cash Liquidation Asset cannot be made to a recipient because the recipient lacks a particular license, then (i) such non-cash Liquidation Asset must be first liquidated, or (ii) such non-cash Liquidation Asset shall be transferred to (A) such recipient’s Affiliate that is so licensed, or (B) another Unitholder that is so licensed (but only if such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that do not require the recipient to be licensed). (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all Company property and constitutes a compromise to which all Unitholders have consented within the Company’s propertymeaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. (a) On dissolution of the Company, Company shall conduct only such activities as are necessary to wind up its affairs (including the Manager sale of the assets of the Company in an orderly manner) and the Directors who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein in the Act and shall have all the powers set forth in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations winding up of the Company; (d) all remaining , the assets of the Company shall first be distributed to the creditors, including Members (i) first and Directors who are creditors, to the Class B Unitholdersextent otherwise permitted by Applicable Law, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end satisfaction of the Taxable Year during which the liquidation liabilities of the Company occurs (or, if later, whether by ninety payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made. (90c) days Any assets remaining after the date of Company’s liabilities and obligations have been paid (or reasonable provision for the liquidation). The distribution of cash and/or property payment thereof has been made) shall be distributed to the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company’s taxable year during which such liquidation occurs (other than those made as a result of this Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Reg. § 1.704- l(b)(2)(ii)(b). (d) If, at the discretion of the Board of Directors, any assets of the Company are distributed in-kind to the Members, such assets shall be valued on the basis of the fair market value thereof as determined by the Board of Directors in their reasonable discretion on the date of distribution. Without limiting the Board of Directors’ discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Board of Directors on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Members’ capital accounts) would be allocated among the Members if there had been a taxable disposition of such property at its fair market value on the date of distribution. The capital accounts of the Members receiving a distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this ARTICLE XI shall be construed to extend the time period prescribed under Section 11.2(c) above and Reg. § 1.704-l(b)(2)(ii)(b) for making liquidating distributions of the Company’s assets. If the liquidator deems it impracticable to cause the Company to make distributions of the liquidating proceeds to the Members within the time period described under Reg. § 1.704-l(b)(2)(ii)(b), the liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Company’s assets to the Members within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andARTICLE XI.

Liquidation and Termination. On dissolution of the CompanyHoldings LLC, the Manager Board shall act as liquidator (or may appoint one or more Persons Members as liquidator). The liquidators shall proceed diligently to wind up the affairs of the Company Holdings LLC and make final Distributions distributions as provided herein in this Section 10.2 and in the Delaware Act. The costs of liquidation shall be borne as a Company Holdings LLC expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyHoldings LLC’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidators The liquidator(s) shall cause the any notice described in the Act required by law or agreement to be mailed to each known creditor of and claimant against the Company in the manner described thereunder;Holdings LLC to be delivered as required. (c) the liquidators The liquidator(s) shall pay, satisfy or discharge from Company fundsHoldings LLC assets all of the debts, liabilities and obligations of Holdings LLC (including all expenses incurred in liquidation and all debts, liabilities and obligations owed by Holdings LLC to Members) or otherwise make adequate provision for payment and discharge thereof (including by the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;). (d) all The balance, if any, of Holdings LLC’s remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders Holders in accordance with their respective Percentage Interests at the end Section 4.2. The liquidator(s) shall cause only cash, evidences of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the indebtedness and other securities to be distributed in any liquidation). The distribution of cash and/or property assets to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 10.2 shall be deemed to constitute a complete return to the Members such Member of their his, her or its Capital Contributions and a complete distribution to the Members Member of their his, her or its interest in the Company Holdings LLC and all Holdings LLC’s property and constitutes a compromise to which all Holders have consented within the Companymeaning of the Delaware Act. The distribution of cash and/or assets to a Holder who is not a Member in accordance with the provisions of this Section 10.2 shall be deemed to constitute a complete distribution to such Holder of its interest in Holdings LLC and all Holdings LLC’s propertyproperty and constitutes a compromise to which all Holders have consented within the meaning of the Delaware Act. To the extent that a Member Holder returns funds to the CompanyHoldings LLC, such returning Member Holder has no claim against any other Member Holder for those funds; and.

Liquidation and Termination. On dissolution of the CompanyLLC, the Manager Board shall act as liquidator or may appoint one or more Persons representatives or Unitholders as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company LLC, sell all or any portion of the LLC assets for cash or cash equivalents as they deem appropriate, and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company an LLC expense. Until final distribution, the liquidators liquidator shall continue to operate the Company LLC properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator shall pay, satisfy satisfy, or discharge from Company fundsLLC funds all of the debts, liabilities, and obligations of the LLC (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; ) and second, all of shall promptly distribute the debts, liabilities and obligations of the Company; (d) all remaining assets to the holders of Units in accordance with Section 4.1(a), as if the Company LLC’s Taxable Year closed immediately prior to such distribution. Any non-cash assets that are distributed to the Unitholders will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 13.2. In making the Members distributions pursuant to this Section 13.2, the liquidator shall allocate each type of asset (ii.e., cash, cash equivalents, securities, etc.) first among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Class B Unitholders, Units held by each such Unitholder. Any such distributions in an amount equal kind shall be subject to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, (x) such conditions relating to the disposition and then management of such assets as the liquidator deems reasonable and equitable and (iiy) the balance to terms and conditions of any agreement governing such assets (or the Class A Unitholders in accordance with their respective Percentage Interests operation thereof or the holders thereof) at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)such time. The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 13.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company LLC and all the CompanyLLC’s propertyproperty and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the CompanyLLC, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On the dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company the Company’s expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants In accordance with Section 18-804 of the Company’s assetsDelaware Act, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company’s funds all of the debts, liabilities and obligations of the Company funds, (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, ). (b) After satisfaction of all expenses incurred in liquidation; and second, all liabilities of the debtsCompany in accordance with Section 11.2(a) above, liabilities and obligations the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company; (d) all ’s remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article XI hereof, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Unitholder in accordance with their respective Percentage Interests at Section 4.1, and (iii) deliver to each Unitholder a statement (the end “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation Statement shall be final and binding on all Unitholders. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 11.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b) above. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, preferred or common equity securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as to give effect to and take into account the relative priorities of the Taxable different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Board, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the Board. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 11.2(b), Profits and Losses for the Fiscal Year during in which the liquidation of Company is wound up shall be allocated among the Company occurs (orUnitholders in such a manner as to cause, if laterto the extent possible, by ninety (90) days after each Unitholder’s Capital Account to be equal to the date of the liquidationamount to be distributed to such Unitholder pursuant to Section 11.2(b). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.2(b) constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all the Company’s propertyCompany property and, to the fullest extent permitted by law, constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member to the fullest extent permitted by law, it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On Subject to Section 3.4, Section 3.5 and Section 7.4, upon dissolution of the Company, a representative of the Manager shall Company selected by the Board (not including any Member in Default at the time of dissolution) will act as a liquidator or may appoint one or more Persons Members as liquidatorliquidator ("LIQUIDATOR"). The liquidators shall Liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators shall Liquidator will continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall Liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall Liquidator will cause the notice described in the Act any notices required by Law to be mailed to each known creditor of and claimant against the Company in the manner described thereunderby such Law; (c) subject to the liquidators shall terms and conditions of this Agreement and the Act (including Section 18-803 thereof), the Liquidator will distribute the assets of the Company in the following order: (i) the Liquidator will pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company, including all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund or trust for contingent liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine): first); provided, all expenses incurred however, such payments will not include any Capital Contributions described in liquidation; and secondArticle IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision; (ii) the Liquidator will pay, satisfy or discharge from Company funds all of the debtsadvances and loans (but not Capital Contributions) made to the Company by Members, liabilities and obligations of the Company;as described in Section 4.4; and (diii) all remaining assets of the Company shall will be distributed to the Members as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution); provided any such sale to a Member is made on an arms' length basis under terms which are in the best interest of the Company and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts of the Members (i) first first, to the Class B Unitholders, in Contributing Members to the extent that an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Unitsthe Excess Amounts (as described in Section 4.2) with respect to such Contributing Members has not already been allocated to such Contributing Members pursuant to Section 5.1(j), and then (ii) the balance to the Class A Unitholders thereafter, on a pro rata basis in accordance with each of their respective Percentage Interests at Sharing Ratio; (B) with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, in good faith, deems reasonable) will be determined and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members (including pursuant to Section 12.2(c)(iii)(A) hereof) if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property will be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (C)), and in each case, those distributions will be made by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation); All distributions in kind to the Members will be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities will be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their interest in the Company its Membership Interest and all the Company’s 's property. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager Company shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in under the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManagers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision provisions for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at ownership of Shares. All distributions in kind to the end Members shall be made subject to the liability of the Taxable Year during each distributee for costs, expenses, and liabilities theretofore incurred or for which the liquidation of the Company occurs (or, if later, by ninety (90) days after has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the liquidation)distributee pursuant to this Section 10.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members of their interest in the Company Member with respect to its Shares and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall Member will act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows:the (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall liquidator will cause the notice described in Article 6.05(A)(2) of the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunderin such Article 6.05(A)(2); (c) the liquidators shall liquidator will pay, satisfy satisfy, or discharge from Company fundsfunds all of the debts, liabilities, and obligations of the Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.05) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (d) all remaining assets of the Company shall will be distributed to the Members as follows: (i) first the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale will be computed and allocated to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the balance fair market value of that property will be determined and the capital accounts of the Members will be adjusted to reflect the Class A Unitholders manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property will be distributed among the Members in accordance with their respective Percentage Interests at the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the company occurs (other than those made by reason of this clause (iii)); and those distributions will be made by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property All distributions in kind to the Members in accordance with will be made subject to the provisions liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities will be allocated to the distributee pursuant to this Section 14.02 and Section 14.03 below constitutes 12.03. Upon completion of all distributions to the Member, such distribution will constitute a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members of their interest in release all claims against the Company and will constitute a compromise to which all Members have consented within the Company’s propertymeaning of Article 5.02(D) of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership (unless it is reconstituted and its business continued without being wound up as provided for in SECTION 10.2(B)), the Manager General Partner shall act as liquidator or may appoint in writing one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final Distributions distribution as provided herein and herein; provided, however, that if one of the events specified in SECTION 10.1(C), (E), (F), (H) or (I) has occurred as a result of an act by the ActGeneral Partner or the Parent or if the Partnership dissolves as a result of the dissolution (or similar event) of the General Partner, the liquidator shall be a person selected in writing by the Limited Partners. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerGeneral Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public the Partnership's independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) The liquidator shall pay all of the liquidators shall cause debts and liabilities of the notice described Partnership (including all expenses incurred in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all liabilities of the debtsPartnerships, liabilities the liquidator shall sell all properties and obligations of the Company; (d) all remaining assets of the Company Partnership for cash as promptly as is consistent with obtaining the best price therefor. All gain, loss, and amount realized on such sales shall be distributed allocated to the Members (i) first Partners as provided in this Agreement, and the capital accounts of the Partners shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such sale to the Class B Unitholders, Partners as provided in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andSECTION 4.

Liquidation and Termination. (a) On the dissolution of the Company, the Manager shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (ci) the liquidators shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including (w) any obligations of the Company under the Subgrant Agreement, (x) any Company Loans or other loans or advances that may have been made by any of the Members to the Company, (y) any obligations that may be or become due and payable to the providers of any Grant Amount by the Company on account of the winding down of Company operations, sale of Company assets or liquidation, whether pursuant to Applicable Law, the agreements governing the Grant Amounts or any negotiated settlement with the providers of any Grant Amount, and (z) all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (ii) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 9.2(a)(i), liabilities a final allocation of all items of income, gain, loss and obligations of the Company; (d) expense shall be made in accordance with Section 4.2 and Section 4.3, and all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end Section 4.1(b)(ii); provided, however, that if such liquidation occurs prior to Start-up of the Taxable Year during Phase I Project, liquidating Distributions shall be made based upon the Pre-Start-up Liquidation Ratio; and (iii) any non-cash assets will first be written up or down to their Fair Market Value, thus creating Net Income or Net Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. In making such distributions, the liquidation PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Company occurs Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interest held by each such holder, subject to Section 5.6. (or, if later, by ninety (90b) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds. (c) On the dissolution of the Company, any Field-Related IP (as defined in the Technology License Agreement) and other Intellectual Property Rights (as defined in the Technology License Agreement) owned by the Company at the time of such dissolution (collectively, “Company IP”) will be allocated as follows: (i) Unless otherwise agreed by the Frontier Member and the Valero Member in writing, on the dissolution of the Company, any Company IP will be jointly owned by the Frontier Member and the Valero Member. The Company agrees, and agrees to cause its Subsidiaries, to assign, effective as of the dissolution of the Company, to each of the Frontier Member and the Valero Member an undivided, one-half interest in and to all Company IP, free and clear of all liens, such that the Frontier Member and the Valero Member will each have an undivided one-half ownership interest in and to the Company IP. On the dissolution of the Company, each of the Frontier Member and the Valero Member will be free to fully exploit the Company IP (including to (A) make any modifications, derivative works, enhancements or improvements of or to any Company IP (“Improvements”), (B) develop, make, have made, use, offer to sell, sell, import, export, distribute and otherwise dispose of and exploit any products or services incorporating, based on or derived from, in whole or in part, any Company IP and (C) use, practice, reproduce, perform (both internally and publicly), display (both internally and publicly), license and exploit any Company IP, and distribute copies of any copyrightable works and works of authorship included in the Company IP), each to the same extent as the other, without requiring any approval of, or any notification, reporting, accounting or payment to, the other; andprovided, however, that neither the Frontier Member nor the Valero Member (y) may sell, mortgage, encumber or transfer, or grant any exclusive rights in or to, any Company IP, except for a sale, mortgage, encumbrance or transfer solely of, or grant of exclusive rights solely under, its undivided one-half interest in and to any Company IP (and not under the other’s undivided one-half interest in and to any Company IP) or (z) inhibit the other’s right to freely use and exploit any Company IP as co-owner. The foregoing assignments of Company’s right, title and interest in the Company IP, and the Frontier Member’s and Valero Member’s rights therein, will be subject to any and all licenses and rights granted by Company prior to such dissolution. (ii) As between the parties, subject to the joint ownership of any underlying Company IP, (A) the Frontier Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. contractors of the Frontier Member (either alone or with any third party) after the dissolution of the Company (“Frontier Improvements”) and (B) the Valero Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Valero Member (either alone or with any third party) after the dissolution of the Company (“Valero Improvements”). The Frontier Member will not have any obligation to make any Frontier Improvements available to the Valero Member, and the Valero Member will not have any obligation to make any Valero Improvements available to the Frontier Member. (iii) If, after the dissolution of the Company, either the Frontier Member or the Valero Member believes that any Company IP is patentable, the Frontier Member or the Valero Member, as applicable, will notify the other in writing, and the Frontier Member and the Valero Member will thereafter meet or correspond in good faith as necessary to discuss and agree upon all matters regarding the filing and prosecution of any patent applications in or to such Company IP and the subsequent maintenance, enforcement and defense of any patents issuing thereon (including the party responsible for such prosecution, maintenance, enforcement and defense, the jurisdictions in which any such applications will be filed, the sharing of costs and expenses in connection therewith and the allocation of any recovery in connection with any such enforcement).

Liquidation and Termination. On the dissolution of the Company, the Manager Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (b) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 10.2(a), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) Members, subject to the Act, first to the Class B UnitholdersE Preferred Membership Interests, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amountthe Treasury Preferred, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage F Preferred Membership Interests at and the end of the Taxable Year during which the liquidation of the Company occurs (orGM Preferred Membership Interests, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions Members’ Capital Account balances (determined after taking into account all allocations of this Section 14.02 Tax Book Profit and Section 14.03 below constitutes Tax Book Loss and items of income, gain, loss or deduction made pursuant to Article VI), and then any remaining amounts shall be distributed in accordance with clauses (iii) and (iv) of the definition of Targeted Residual Distribution. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a complete return liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Members of their Capital Contributions and a complete distribution to the Members of their interest Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company and all Conversion); (ii) if, upon the Company’s property. To liquidation (other than pursuant to a Company Conversion), the extent that a Member returns funds amounts distributed with respect to the CompanyClass E Preferred Membership Interests and all Parity Membership Interests are not paid in full, such returning Member has no claim against any other Member for those fundsDistributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the avoidance of doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Company).

Liquidation and Termination. On Upon dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties in furtherance of winding up the affairs of the Company with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate reasonable provision for payment and discharge thereof (including the establishment of a cash fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;Company (including expenses incurred in liquidation); and (dc) following the payment and satisfaction of liabilities under Section 14.02(b), all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the CompanyPartnership, unless it is reconstituted and continued as provided in Section 11.01, the Manager General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidators liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerGeneral Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause pay from Partnership funds all of the notice debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (cSection 4.03) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof them (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (i) first the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the balance fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the Class A Unitholders manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with their respective Percentage Interests at the end positive capital account balances of the Taxable Year Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Company Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.02 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their interest in the Company its Partnership Interest and all the CompanyPartnership’s propertyproperty and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, such returning Member it has no claim against any other Member Partner for those funds; and.

Liquidation and Termination. On Upon dissolution of the Company, the Manager Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or may shall appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final Distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) In no event will any liquidation occur before receipt of the liquidators CPUC Approval. Following the occurrence of either of the events specified in Section 9.1 above, and the receipt of any approval required by the CORR stockholders, immediately prior to liquidation of the Company, the following shall cause occur: (i) each Class A-1 Unit will be exchanged for a share of CORR Series C Preferred Stock, unless CORR has previously elected to effectuate the notice described Exchange, as that term is defined in Articles Supplementary for such Series C Preferred Stock, in which case each Class A-1 Unit will be exchanged for a number of depositary shares representing CORR Series A Preferred Stock pursuant to the Exchange provisions set forth in the Articles Supplementary for such Series C Preferred Stock; (ii) each Class A-2 Unit will be exchanged for a share of CORR Series B Preferred Stock, unless the Mandatory Conversion, as that term is defined in Articles Supplementary for such Series B Preferred Stock, has occurred, in which case each Class A-2 Unit will be exchanged for a number of shares of CORR Class B Common Stock pursuant to the Mandatory Conversion provisions set forth in the Articles Supplementary for such Series B Preferred Stock; and (iii) each Class A-3 Unit will be exchanged for a share of CORR Class B Common Stock. In order to process such exchange, the Xxxxx Members shall submit such written representations, investment letters, legal opinions or other instruments necessary, in CORR’s reasonable discretion, to effect compliance with the Securities Act of 1933, as amended (the “Securities Act”) and all relevant state securities or “blue sky” laws. The CORR Securities shall be delivered by CORR as duly authorized, validly issued, fully paid and non-assessable shares of CORR Securities, free of any pledge, lien, encumbrance or restriction, other than any ownership limits set forth in the charter of CORR, the Securities Act and relevant state securities or “blue sky” laws. Neither any Grier Member nor any other interested Person shall have any right to require or cause CORR to register, qualify or list any CORR Securities owned or held by such Person, whether or not such CORR Securities are issued pursuant to this Section 9.2(b), with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange, except as otherwise explicitly provided in a separate written registration rights agreement1. CORR Securities issued pursuant to this Section 9.2(b) may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as CORR determines to be mailed necessary or advisable in order to each known creditor ensure compliance with such laws. Upon the closing of and claimant against the exchange of CORR Securities pursuant to this Section 9.2(b), the Company in shall distribute an amount equal to the manner described thereunder;excess of (x) the Class A-1 Members’ Preferred Return Per Class A-1 Unit with respect to Class A-1 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-1 Units pursuant to Section 4.3(b)(i) through the date of exchange, (y) the Class A-2 Members’ Preferred Return Per Class A-2 Unit with respect to Class A-2 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-2 Units pursuant to Section 4.3(b)(ii) through the date of exchange, and (z) the Class A-3 Members’ Preferred Return Per Class A-3 Unit with respect to Class A-3 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-3 Units pursuant to Section 4.3(b)(iii) through the date of exchange. (c) Thereafter, the liquidators liquidator shall pay, satisfy or discharge from pay all of the debts and liabilities of the Company funds, (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all of the debts, liabilities and obligations of the Company;, the liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price and terms therefor; provided, however, that upon Super-Majority Board Approval, the liquidator may distribute one or more properties in kind. All Net Profit and Net Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members in accordance with Section 4.1(a) and Section 4.2 of this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit or Net Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then-current Fair Market Values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.3(b). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit and Net Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then the allocations of Net Profit and Net Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 9.2. (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all remaining assets other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (e) Notwithstanding any provision in this Agreement to the contrary, no Member shall be distributed obligated to the Members (i) first to the Class B Unitholders, restore a deficit balance in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests its Capital Account at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 9.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company Interest and all the Company’s Company property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company Partnership expense. Until final distributionDistribution, the liquidators shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerGeneral Partner. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act of liquidation to be mailed to each known creditor of and claimant against the Company in the manner described thereunderPartnership and to each Series A Preferred Unitholder; (c) the liquidators shall pay, satisfy or discharge from Company Partnership funds, or otherwise make adequate provision provisions for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the CompanyPartnership; (d) all remaining assets of the Company Partnership shall be distributed to the Members (i) first to the Class B Series A Preferred Unitholders and Common Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amountas applicable, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at by the end of the Taxable Year during which the liquidation of the Company Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation) as follows: (i) first, 100% to the Series A Preferred Unitholders pro rata in accordance with their respective Series A Preferred Unit Percentage Interests in redemption of any outstanding Series A Preferred Units in an amount per Series A Preferred Unit equal to the Series A Redemption Price for such Series A Preferred Unit (it being understood that any distributions under this Section 14.02 shall be in cash and not a distribution in-kind as provided by Section 14.03); and (ii) the remainder, if any, 100% to the Common Unitholders pro rata in accordance with their respective Common Unit Percentage Interests. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members Partners of their Capital Contributions and Contributions, a complete distribution to the Members Partners of their interest in the Company Partnership and all the CompanyPartnership’s propertyproperty and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, such returning Member it has no claim against any other Member Partner for those funds; and.

Liquidation and Termination. On Upon the dissolution of the Company, the Manager shall Board will act as liquidator or may appoint one or more Persons any other Person to serve as liquidator. , The liquidators shall proceed liquidator will diligently to wind up the Company’s affairs of the Company and make final Distributions distributions as provided herein in this Agreement and in the Delaware Act. The Company will bear the costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to liquidator will operate the Company Company’s properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows:Board. (a) as promptly as possible after dissolution and again after final To effect the Company’s liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;liquidator will: (bi) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company fundsassets all debts, liabilities and obligations of the Company (including expenses incurred in liquidation) or otherwise make adequate provision for payment and the payment, satisfaction or discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may liquidator reasonably determine): firstdetermines), (ii) as promptly as practicable thereafter, all expenses incurred in liquidation; and second, all of (A) determine the debts, liabilities and obligations Fair Market Value (the “Liquidation FMV”) of the Company; (d) all ’s remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article XIV, (B) determine the amounts to be distributed to each Unitholder in accordance with Section 13.2(a)(iii) and (C) deliver to each Unitholder a statement (the Members “Liquidation Statement”), setting forth the Liquidation FMV and the amount and recipients of such distributions, and (iiii) first thereafter, promptly distribute the Liquidation Assets to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Section 4.1(a). (b) In making distributions under Section 13.2(a)(iii), the end liquidator will allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each Unitholder. If securities are distributed as Liquidation Assets, the recipient Unitholders will enter into a securityholders agreement with the Company and the other Unitholders restricting the Transfer of such securities and including other provisions (including with respect to the governance and control of the Taxable Year during which issuer of such securities) comparable to the liquidation of the Company occurs Transfer restrictions in this Agreement (or, if later, by ninety (90) days after the date of the liquidationincluding Article X). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 13.2(a)(iii) will constitute a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all the Company’s propertyproperty and will constitute a compromise to which all Unitholders have consented under the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; ; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; ; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; ; and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On the dissolution of the Company, the Manager Managing Member shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company the Company’s expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company’s funds all of the debts, liabilities and obligations of the Company funds, (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). (b) As promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company; (d) all ’s remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article X hereof, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Unitholder in accordance with their respective Percentage Interests at Section 4.1, and (iii) deliver to each Unitholder a statement (the end “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation Statement shall be final and binding on all Unitholders. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 10.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b) above. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, preferred or common equity securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as to give effect to and take into account the relative priorities of the Taxable different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Managing Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the Managing Member. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 10.2(b), Profits and Losses for the Fiscal Year during in which the liquidation of Company is dissolved shall be allocated among the Company occurs (orUnitholders in such a manner as to cause, if laterto the extent possible, by ninety (90) days after each Unitholder’s Capital Account to be equal to the date of the liquidationamount to be distributed to such Unitholder pursuant to Section 10.2(b). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2(b) constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all the Company’s propertyCompany property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the LLC Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators The liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;). (dc) all All remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Section 4.2 hereof by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). (d) The liquidator shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the LLC Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Manager DLLCA, the Board of Directors or a Person or Persons selected by the Board of Directors shall act as liquidator or may shall appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Managerherein. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidators liquidator, if requested by Quantum, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) The liquidator shall pay all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all of the debts, liabilities and obligations of the Company; (d) , the liquidator shall sell all remaining properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that, upon the consent of the Board of Directors, the liquidator may distribute such properties in kind. All gain, loss, and amount realized on such sales shall be allocated to the Members as provided in Exhibit C, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit C by the amount of any gains or losses that would have been recognized by the Members if such properties had been sold for their fair market value. After application of Section 8.2(c), the liquidator shall then distribute the remaining proceeds of such sales, plus any amounts contributed to the Company pursuant to Section 8.2(c), among the Members in such a manner so that the cumulative Total Distributions and liquidating distributions received by each Member equals the cumulative amount it would be entitled to receive pursuant to Section 4.2 (disregarding Section 4.2(b)) if such aggregate amount was distributed at one time pursuant thereto (provided that the timing of actual distributions shall be taken into account in determining the Base Return of the Capital Member). (c) Prior to making any liquidating distributions to the Members pursuant to Section 8.2(b), the liquidator shall determine the cumulative amount of Total Distributions previously made by the Company to all Members and the aggregate amount of liquidating distributions to be made pursuant to Section 8.2(b) (“Cumulative Aggregate Distributions”). The liquidator shall then determine for each Member such Member’s share of the Cumulative Aggregate Distributions by applying the provisions of Section 4.2 (disregarding Section 4.2(b)) to such total (the “Member Cumulative Share”). If the liquidator determines that the cumulative amount of Total Distributions previously made by the Company to a Member and the aggregate amount of liquidating distributions projected to be made to such Member pursuant to Section 8.2(b) exceeds the Member Cumulative Share of such Member (a “Deficit Member”), the liquidator shall reduce the amount to be distributed pursuant to Section 8.2(b) to the Deficit Member by such excess and, to the extent necessary, require the Deficit Member to make a contribution to the Company of an amount equal to such excess. Any cash not distributed to the Deficit Member or contributed to the Company by the Deficit Member shall be distributed to the other Members with the liquidating distributions as described in Section 8.2(b). (id) first Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the DLLCA and all other applicable laws pertaining to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end winding up of the Taxable Year during which affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company occurs (orCompany, if later, by ninety (90) days after the date Certificate and all qualifications of the liquidation). The distribution Company as a foreign limited liability company in jurisdictions other than the State of cash and/or property Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (e) Notwithstanding any provision in this Agreement to the Members contrary, no Member shall be obligated to restore a deficit balance in accordance with the provisions of its Capital Account at any time; provided, however, that this Section 14.02 and Section 14.03 below constitutes 8.2(e) shall not affect any obligation of a complete return Member to the Members of their make Capital Contributions and a complete distribution pursuant to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andSection 4.2(d) or Section 8.2(c).

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in this Agreement within the Acttime required by Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) (or any successor thereto) if applicable. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible practicable after dissolution dissolution, and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;; *** Confidential treatment requested (b) The liquidator shall pay from Company funds all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including, without limitation, all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof them (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ); (c) The liquidator shall sell all expenses incurred in liquidationCompany Property; and second, all of the debts, liabilities and obligations of the Company;and (d) all All liquidation proceeds and any other remaining assets of the Company shall be distributed to the Members and Economic Interest Holders as follows: (i) first first, 100% of such proceeds shall be paid to HXBM until such time as HXBM has received total cumulative distributions (comprising both ordinary and liquidating distributions, but excluding any Tax Distributions) that equal the aggregate of HXBM’s initial and any additional Capital Contributions; (ii) second, to the Class B Unitholdersextent of the positive balance of each Member’s or Economic Interest Holder’s Capital Account, as determined after taking into account all Capital Account adjustments, including, but not limited to, adjustments in an amount equal connection with the liquidation, until each such Capital Account is reduced to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Unitszero, and then (iiiii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (orremainder, if laterany, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions Percentage Interest of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a each Member returns funds to the Companyor Economic Interest Holder, such returning Member has no claim against any other Member for those funds; andas applicable.

Liquidation and Termination. On X.2.1 Upon the dissolution of the CompanyCompany as provided in Section X.1, the Manager Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Members shall act as liquidator liquidators or may appoint one or more other Persons to act as liquidator. The liquidators liquidator shall proceed diligently to wind oversee the winding up and liquidation of the affairs Company, take full account of the liabilities of the Company and make final Distributions assets, either cause the Company's assets to be sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Members, distributed to the Liquidation Member) and, if sold, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided herein and in the Act. The costs of liquidation shall be borne as a Company expenseparagraph (c) below. Until final distribution, the liquidators liquidator shall continue to operate manage the Company properties Company's business and other property and assets with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) during the liquidators shall cause period commencing on the notice described in first day of dissolution pursuant to Section X.1 hereof and ending on the Act to be mailed to each known creditor date on which all of and claimant against the assets of the Company have been distributed to the Members in accordance with this Section X.2, the Members shall continue to share Income, Loss, and other items of Company income, gain, loss or deduction in the manner described thereunderprovided in Article V, provided that no distributions shall be made pursuant to Section V.4; (c) the liquidators liquidator shall pay, satisfy pay or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, funds all of the debts, liabilities and obligations of the CompanyCompany (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in amount and for terms as the liquidator may reasonably determine); (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions positive balances of this Section 14.02 and Section 14.03 below constitutes a complete return their Capital Accounts; and (e) the liquidator may sell any or all Company property, including to the Members of their Capital Contributions and a complete distribution for fair market value. X.2.2 Any distributions in kind to the Members shall be made subject to the liability of their interest in distributee for costs, expenses, and liabilities theretofore incurred or for which the Company and all the Company’s property. To the extent that a Member returns funds has committed prior to the Company, such returning Member has no claim against any other Member for those funds; anddate of termination.

Liquidation and Termination. On Upon dissolution of the Company, the Manager Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or may shall appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final Distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) Following the liquidators occurrence of either of the events specified in Section 9.1 above, and the receipt of any approval required by the CORR stockholders, immediately prior to liquidation of the Company, the following shall cause occur: (i) each Class A-1 Unit will be exchanged for a share of CORR Series C Preferred Stock, unless CORR has previously elected to effectuate a CORR Series C Exchange, in which case each Class A-1 Unit will be exchanged for a number of shares of CORR Series A Preferred Stock pursuant to the notice described exchange provisions set forth in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunderArticles Supplementary for such Series C Preferred Stock; (cii) each Class A-2 Unit will be exchanged for a share of CORR Series B Preferred Stock; and (iii) each Class A‑3 Unit will be exchanged for a share of CORR Class B Common Stock, unless the liquidators shall payCORR Class B Common Stock Conversion has occurred, satisfy or discharge from Company funds, or otherwise make adequate in which case each Class A‑3 Unit will be exchanged for a number of shares of CORR Common Stock as would have been received pursuant to the conversion provision for payment and discharge thereof (including set forth in the establishment of a cash fund for contingent liabilities in such amount and Articles Supplementary for such term Class B Common Stock. In order to process such exchange, the Xxxxx Members and the Management Members shall submit such written representations, investment letters, legal opinions or other instruments necessary, in CORR’s reasonable discretion, to effect compliance with the Securities Act of 1933, as amended (the liquidators “Securities Act”) and relevant state securities or “blue sky” laws. The CORR Securities shall be delivered by CORR as duly authorized, validly issued, fully paid and non-assessable shares of CORR Securities, free of any pledge, lien, encumbrance or restriction, other than any ownership limits set forth in the charter of CORR, the Securities Act and relevant state securities or “blue sky” laws. Except as explicitly set forth in a separate agreement, neither any Xxxxx Member nor any other interested Person shall have any right to require or cause CORR to register, qualify or list any CORR Securities owned or held by such Person, whether or not such CORR Securities are issued pursuant to this Section 9.2(b), with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange. CORR Securities issued pursuant to this Section 9.2(b) may reasonably determine): first, all expenses incurred contain such legends regarding restrictions under the Securities Act and applicable state securities laws as CORR determines to be necessary or advisable in liquidation; and second, all order to ensure compliance with such laws. Upon the closing of the debtsexchange of CORR Securities pursuant to this Section 9.2(b), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in distribute an amount equal to their respective the excess of (x) the Class B A-1 Members’ Preferred Return Base Amount plus all outstanding an accrued Per Class B Preferred Return Amount, pro rata based on their A-1 Unit with respect to Class B Units, and then (iiA-1 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-1 Units pursuant to Section 4.3(b)(i) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after through the date of exchange, (y) the liquidation). The distribution Class A-2 Members’ Preferred Return Per Class A-2 Unit with respect to Class A-2 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-2 Units pursuant to Section 4.3(b)(ii) through the date of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Companyexchange, such returning Member has no claim against any other Member for those funds; and

Liquidation and Termination. On In connection with the winding up and dissolution of the Company, all of the Manager Members shall, or shall select a Person (who may not be a Member or an Affiliate of a Member unless approved by a unanimous vote of the Members) to, act as a liquidator or may appoint one or more Persons as liquidator(“Liquidator”). The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final Distributions distributions as provided herein and in the Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by all of the Members. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows:. (a) as As promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable;. (b) the liquidators The Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunder;by applicable Law. (c) Upon approval of the liquidators winding up and dissolution of the Company, the Liquidator shall pay, satisfy or discharge from Company fundsassets all of the debts, liabilities and obligations of the Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment payment, satisfaction and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine): first, which amount may not exceed the maximum amount to which the Company could reasonably be held liable; provided, that upon payment or discharge of such contingent liability, the amount, if any, remaining in such cash escrow fund after such payment or discharge shall promptly be distributed in accordance with Section 11.2(d). (d) After making payment or provision for all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining , the Liquidator shall, unless the Members otherwise determine to distribute assets in kind in accordance with Section 4.2 sell for cash the assets of the Company at the best price available. The property of the Company shall be distributed liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one or more of the Members or Affiliates of the Members, provided, that any such sale to a Member or its Affiliates must be made on an arm’s length basis under terms which are in the best interest of the Company and approved by Members who are not Affiliates of such purchasing Member and who hold a majority of the aggregate Contribution Percentages of such Members. All gain, loss and amount realized on such sales shall be allocated to the Members (i) first to the Class B Unitholders, as provided in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B UnitsSection 4.1 and Exhibit B, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end Capital Accounts of the Taxable Year during which Members shall be adjusted accordingly. In the liquidation event of a distribution of properties in kind, the Liquidator shall first adjust the Capital Accounts of the Company occurs (or, Members as provided in Section 4.1 and Exhibit B by the amount of any gains or losses that would have been recognized by the Members if later, by ninety (90) days after the date of the liquidation)such properties had been sold for their Fair Market Value. The distribution Liquidator shall then distribute the remaining proceeds of cash and/or property to such sales among the Members in accordance such a manner so that the cumulative amount of distributions pursuant to Section 4.2 and liquidating distributions received by each Member equals the cumulative amount it would be entitled to receive pursuant to Section 4.2 if such aggregate amount was distributed at one time pursuant thereto. (e) When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Members), on behalf of this Section 14.02 all Members, shall execute, acknowledge and Section 14.03 below constitutes cause to be filed a complete return to the Members Certificate of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andCancellation.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Manager Board of Supervisors shall act as liquidator or may appoint one or more other Persons as liquidatorliquidator(s). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidators liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerBoard of Supervisors. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause pay from Partnership funds all of the notice debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (cSection 4.3) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (i) first the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then Capital Accounts; (ii) with respect to all Partnership property that has not been sold, the balance fair market value of that property shall be determined and the Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) All remaining assets shall be distributed to the Class A Unitholders Partners in accordance with their respective Percentage Interests at Section 5.3. If such distributions do not correspond to the end positive capital account balances of the Taxable Year during Partners immediately prior to such distributions, then income, gain, loss and deduction for the fiscal year in which the liquidation occurs shall be reallocated among the Partners to cause, to the extent possible, the Partners’ positive capital account balances immediately prior to such distribution to correspond to such amounts, and in the event the income, gain, loss and deduction for the fiscal year in which the liquidation occurs is not sufficient to achieve this result then the income, gain, loss and deduction for prior fiscal years shall be reallocated to achieve such result and the income tax returns of the Company occurs (orPartnership which may be amended for this purpose shall be amended and filed as appropriate. All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, if laterexpenses, by ninety (90) days after and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the liquidation)distributee pursuant to this Section 11.3. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.3 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their interest in the Company its Partnership Interest and all the CompanyPartnership’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator the liquidating trustee or may appoint one or more Persons as liquidatorthe liquidating trustee. The liquidators liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidating trustee shall continue to operate the Company properties with all of the power and authority of the Manager. The Subject to the Delaware Act, the steps to be accomplished by the liquidators liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidating trustee shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidating trustee may reasonably determine): first, all expenses incurred in liquidationliquidation of the Company; and second, all of the debts, liabilities and obligations owed to creditors of the Company;, other than Members; third, all of the debts and liabilities owed to Members; and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the final liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the final liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On the dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein herein, in the Delaware Act and in accordance with all state mortgage licensing requirements (including in a manner that avoids the Actimposition of personal liability upon any Unitholder, Director or officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidators shall continue to operate the Company Company’s properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). (b) As promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company;’s remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) determine the amounts to be Distributed to each Unitholder in accordance with Section 4.1(b) and Distribute such amounts to the Unitholders, and (iii) deliver to each Unitholder a statement setting forth the Liquidation FMV and the amounts and recipients of such Distributions. To the extent any Unitholder has received a Tax Distribution under Section 4.1(a) and such Tax Distribution is not applied as an advance of any Distribution under Section 4.1(b), including by application of Section 12.2(c), the Unitholder shall pay repay such Tax Distribution to the Company and such Tax Distribution shall become part of the Liquidation Assets. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b). Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b). If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b), gross items of income, gain, deduction and loss for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Adjusted Capital Account Balance to be equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b). If the Distribution of any non-cash Liquidation Asset cannot be made to a recipient because the recipient lacks a particular license, then (i) such non-cash Liquidation Asset must be first liquidated or (ii) such non-cash Liquidation Asset shall be Transferred to (A) such recipient’s Affiliate that is so licensed or (B) another Unitholder that is so licensed (if such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that do not require the recipient to be licensed). (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution Distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution Distribution to the Members Unitholder of their its interest in the Company and all Company property and constitutes a compromise to which all Unitholders have consented within the Company’s propertymeaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidatorliquidators. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The Subject to the Act, the steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidationliquidation of the Company; and second, all of the debts, liabilities and obligations owed to creditors of the Company;, other than Members; third, all of the debts and liabilities owed to Members; and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. (i) On dissolution of the Company, the Manager shall shall, with the Consent of the Members, act as liquidator or may appoint one or more Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expenseReimbursable Expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator are as follows: (a1) as As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountant of the Company’s assetsAssets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b2) The liquidator shall pay from Company funds all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of ). (3) With respect to the debts, liabilities and obligations remaining Assets of the Company;: (di) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company Assets (subject to any and all restrictions to which the Pinnacle Project is subject), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (ii) with respect to all Company Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (b) of the definition of Value. (4) Any Company Items of income and gain (including any such items attributable to the disposition or deemed disposition of Assets pursuant to Section 12.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs that have not been allocated pursuant to the Regulatory Allocations shall first be allocated to each Member having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Members, until each Member has been allocated Company Items of income and gain equal to any such deficit balance in its Capital Account and such deficit balance has thereby been eliminated. Any remaining Company Items for such Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated among the Members in such manner as to ensure that, to the greatest extent feasible, following these allocations, the balances in the Capital Accounts of the Members are expected to result in distributions pursuant to Section 12.2(a)(v) in accordance with the sharing ratios set forth in Section 5.1(a)(ii); provided, however, that in the event of a liquidation prior to the Tax Equity Funding Date, any remaining Company Items for such Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated among the Members pro rata in proportion to the balances in the Capital Accounts of the Members at the time of such liquidation; and (5) After giving effect to all allocations (including those under Section 4.2 and Section 12.2(a)(iv)), all prior distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2 and Section 3.3) for all periods, all remaining assets of the Company cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with the positive balances in their respective Percentage Interests at Capital Accounts. (6) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 12.2 shall be made by the end of the Taxable Year during Company taxable year in which the liquidation of the Company a Liquidating Event occurs (or, or if later, by within ninety (90) days after the date of the liquidationsuch Liquidating Event). . (ii) The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their interest in the Company its Membership Interest and all the Company’s property. To property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAct.

Liquidation and Termination. On the dissolution of the Company, the Manager Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (b) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 10.2(a), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) Members, subject to the Act, first to the Class B UnitholdersE Preferred Membership Interests, in an amount equal to their respective Class B the Treasury Preferred Return Base Amount plus all outstanding an accrued Class B and the GM Preferred Return AmountMembership Interests, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions Members’ Capital Account balances (determined after taking into account all allocations of this Section 14.02 Tax Book Profit and Section 14.03 below constitutes Tax Book Loss and items of income, gain, loss or deduction made pursuant to Article VI), and then any remaining amounts shall be distributed in accordance with clauses (iii) and (iv) of the definition of Targeted Residual Distribution. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a complete return liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Members of their Capital Contributions and a complete distribution to the Members of their interest Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company and all Conversion); (ii) if, upon the Company’s property. To liquidation (other than pursuant to a Company Conversion), the extent that a Member returns funds amounts distributed with respect to the CompanyClass E Preferred Membership Interests and all Parity Membership Interests are not paid in full, such returning Member has no claim against any other Member for those fundsDistributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the avoidance of doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Company).

Liquidation and Termination. On dissolution of the Company, the Manager Managing Member shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the ActDLLCA. The costs of liquidation shall be borne as a Company expense. Until final distributiontermination of the Company, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;; and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year taxable year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution ; provided that, for the avoidance of cash and/or property doubt, in making such distributions in accordance with Article IV, the Company shall reduce the amount to which a Member is entitled pursuant to Section 4.01(a) by the aggregate amount of reductions in Distributions to such Member required by Section 4.02(b), to the extent that such reductions were not previously taken into account by actually reducing Distributions to such Member, and an amount equal to such reduction in liquidating Distributions shall be distributed to the Members on a pro rata basis in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Companyeach Member’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andPercentage Interest.

Liquidation and Termination. On the dissolution of the Company, the Manager Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (b) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 10.2(a), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to in accordance with Section 5.2. For the Members avoidance of doubt: (i) first no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Class B Unitholders, E Preferred Reference Amount (except that Junior Membership Interests may receive stock in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then the corporation resulting from a Company Conversion); (ii) if, upon the balance Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class A Unitholders E Preferred Membership Interests and all Parity Membership Interests are not paid in full, Distributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with their respective Percentage Interests at Article VI, the end requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Taxable Year during which Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the avoidance of doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidationCompany). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On Upon dissolution of the Company, the Manager Board of Managers or a Person or Persons selected by the Board of Managers shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final Distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Managers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the liquidators The liquidator shall cause the notice described in the Act to be mailed to each known creditor sell all properties and assets of and claimant against the Company for cash as promptly as is consistent with obtaining the best price thereon provided, however, that upon the consent of the Board of Managers, the liquidator may elect not to sell all or any portion of such properties and assets and instead distribute such properties and assets in kind, subject to the manner described thereunder;remaining provisions of this Section 8.2. (c) Prior to making any distribution to the liquidators Members of properties or assets of the Company (including the proceeds from any sale described in Section 8.2(b)), the liquidator shall pay, satisfy or discharge from pay all of the debts and liabilities of the Company funds, (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first). After making such payments and except for amounts reserved to make such payments, the liquidator shall then distribute all expenses incurred in liquidation; cash and second, all of the debts, liabilities and obligations of the Company;other property pursuant to Section 4.2(a). (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all remaining assets other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other activities as may be necessary to terminate the Company shall be distributed taken by the liquidator. (e) Notwithstanding any provision in this Agreement to the Members (i) first contrary, no Member shall be obligated to the Class B Unitholders, restore a deficit balance in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests its Capital Account at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andtime.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at ARTICLE IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and (e) For the avoidance of doubt, holders of Class C-1 Units shall only share in distributions with respect to such Class C-1 Units under this Section 14.02 after the sum of aggregate prior distributions pursuant to this Section 14.02 with respect to Units that were outstanding immediately prior to the issuance of such Class C-1 Units equal the Threshold Amount determined with respect to that Class or series of Class C-1 Units adjusted for redemptions, if any, of Units outstanding immediately prior to the issuance of such Class C-1 Units.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator liquidating trustee or may appoint one or more Persons as liquidatorliquidating trustee. The liquidators liquidating trustees shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidating trustees shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators liquidating trustees are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidating trustees shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidating trustees shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidating trustees may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;Company (including all expenses incurred in liquidation); and (dc) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidationliquidation or such other date as reasonably determined by the Manager). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and, to the fullest extent permitted by law, constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of If the CompanyCompany is dissolved and not reconstituted, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs business of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate wound-up and the Company properties with all terminated as promptly as practicable thereafter, and each of the power and authority of the Manager. The steps to following shall be accomplished by the liquidators are as followsaccomplished: (a) The Liquidating Member shall cause to be prepared (i) statements setting forth the assets and liabilities of the Company as promptly as possible after of the date of dissolution and again after final as of the date of complete liquidation, the liquidators a copy of such statements shall cause a proper accounting be furnished to be made by a recognized firm of certified public accountants all of the Company’s assets, liabilities Members and operations through the last day (ii) a report in reasonable detail of the calendar month in which the dissolution occurs manner or the final liquidation is completed, as applicable;disposition of assets. (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of The property and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed liquidated by the Liquidating Member as promptly as possible, but in an orderly, businesslike and commercially reasonable manner and subject to the Members provisions of the Annual Budget then in effect or a liquidity plan Approved by Members. The Liquidating Member may, in the exercise of its business judgment and if commercially reasonable, determine to defer the sale of all or any portion of the property and assets of the Company if deemed necessary or appropriate to realize the fair market value of any such property or assets; provided, however, that such liquidation shall comply in all events with the timing requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (c) The proceeds of sale and all other assets of the Company shall be applied and distributed by the Liquidating Member as follows and in the following order of priority: (i) first First, to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all payment of (A) the debts and liabilities of the Company (including any outstanding an accrued Class B Preferred Return Amount, pro rata based amounts due on their Class B Units, any recourse Financing encumbering the Company Assets (or any part thereof)) and then (B) the expenses of liquidation; then (ii) the balance Second, subject to Approval by Investor, to the Class A Unitholders establishment of any Reserves that the Liquidating Member shall determine in its commercially reasonable judgment to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Members arising out of or in connection with the Company. Such Reserves may, in the commercially reasonable discretion of the Liquidating Member, be paid over to a national bank or national trust company selected by the Members and authorized to conduct business as an escrowee to be held by such bank or trust company as escrowee for the purposes of disbursing such Reserves to satisfy the liabilities and obligations described above, and at the expiration of such period distributing any remaining balance as provided hereinafter in this Section 11.2(c); provided, however, that, to the extent that it shall have been necessary, by reason of applicable law or regulation, to create any Reserves prior to any and all distributions which would otherwise have been made under Section 11.2(c)(i) and, by reason thereof, a distribution under Section 11.2(c)(i) has not been made, then any balance remaining shall first be distributed pursuant to Section 11.2(c)(i); then (iii) Third, to the repayment of any liabilities or debts of the Company to any of the Members pro rata to the respective outstanding balances of such liabilities; and then (iv) Fourth, to the Members, in accordance with their respective Percentage Interests at Section 5.3. (d) The Liquidating Member shall cause the end filing of the Taxable Year during which the liquidation Certificate of Cancellation pursuant to Section 18-203 of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property Delaware Act and shall take all such other actions as may be necessary to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all terminate the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;; and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 14.2 and Section 14.03 14.3 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On Upon the dissolution of the Company, the Manager shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and herein, in the ActDelaware Act (including in a manner that avoids the imposition of personal liability upon any Unitholder, Manager or officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until payment of the final distributionliquidating Distribution to the Unitholders, the liquidators shall continue to operate the Company Company’s properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). (b) As promptly as practicable after dissolution, all expenses incurred the liquidators shall cause the remaining Company assets (the “Liquidation Assets”) to be distributed among the Unitholders in liquidation; accordance with Section 4.1(b). (c) Prior to distribution of Liquidation Assets, any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and second4.3. After taking into account such allocations, all it is anticipated that each Unitholder’s Capital Account, on a per Unit basis, would be uniform. If any Unitholder’s Capital Account is not so uniform, then gross items of income, gain, deduction and loss for the debtsFiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, liabilities and obligations to the extent possible, each Unitholder’s Adjusted Capital Account Balance to be equal to the amount to be distributed to such Unitholder pursuant to Section 4.1. If the Distribution of any non-cash Liquidation Asset cannot be made to a recipient because the Company;recipient lacks a particular license, then (i) such non-cash Liquidation Asset must be first liquidated or (ii) such non-cash Liquidation Asset shall be Transferred to (A) such recipient’s Affiliate that is so licensed or (B) another Unitholder that is so licensed (if such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that do not require the recipient to be licensed). (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution Distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution Distribution to the Members Unitholder of their its interest in the Company and all Company property and constitutes a compromise to which all Unitholders have consented within the Company’s propertymeaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On In connection with the winding up and dissolution of the Company, the Manager Managing Member shall act as a liquidator (“Liquidator”). unless the Managing Member otherwise determines to appoint its Affiliate or may appoint one or more Persons another Member as liquidatorthe Liquidator. The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final Distributions distributions as provided herein and in the Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidators Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (b) the liquidators Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunderby applicable Law; (c) upon approval of the liquidators winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, assets all of the debts, liabilities and obligations of the Company;, or otherwise make adequate provision for payment, satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations of the Members created by this Agreement; and (dii) Second, all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs Section 5,3. (or, if later, by ninety (90e) days after the date of the liquidation). The distribution of cash and/or property All distributions to the Members pursuant to Section 10,2(d)(ii) above shall be in accordance the form of cash, unless the Members jointly determine otherwise. (f) When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 14.02 all Members, shall execute, acknowledge and Section 14.03 below constitutes cause to be filed a complete return to the Members Certificate of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andCancellation.

Liquidation and Termination. On Upon the dissolution of the Company, the Manager shall Board will act as liquidator or may appoint one or more any other Persons to serve as liquidatorliquidators. The Company’s liquidators shall will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Maryland Act. The Company will bear the costs of liquidation shall be borne as a Company expense. Until final distribution, the Company’s liquidators shall continue to will operate the Company Company’s properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows:Board. (a) as promptly as possible after dissolution and again after final liquidation, To effect the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants liquidation of the Company, the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;liquidators will: (bi) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from the Company fundsassets all debts, liabilities and obligations of the Company (including expenses incurred in liquidation) or otherwise make adequate provision for payment and the payment, satisfaction or discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Company’s liquidators may reasonably determine): first); (ii) as promptly as practicable thereafter, all expenses incurred in liquidation; and second, all of (i) determine the debts, liabilities and obligations fair market value of the Company; (d) all ’s remaining assets of (including, without limitation, Company-Owned Intellectual Property) (the Company shall “Liquidation Assets”), (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Member in accordance with their respective Percentage Interests at Section 12.2(a)(iii), and (iii) deliver to each Member a statement (the end “Liquidation Statement”) setting forth the fair market value of the Taxable Year during which Liquidation Assets and the liquidation amount and recipients of such distributions; and (iii) thereafter the Company’s liquidators will promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1. (b) In making distributions under Section 12.2(a)(iii), the Company’s liquidators will allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each Member. To the extent that securities are distributed to any Members in connection with the liquidation, such Members hereby agree to enter into an equity holders agreement with the Company and the other Members restricting the Transfer of such securities and including other provisions (including with respect to the governance and control of the Company occurs issuer of such securities) comparable to the Transfer restrictions and provisions of this Agreement (or, if later, by ninety (90) days after the date of the liquidationincluding Article IX). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 12.2(a)(iii) will constitute a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyproperty and will constitute a compromise to which all Members have consented within the meaning of the Maryland Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. (a) On dissolution of the Company, the Manager Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company’s assetsand the Facility Company’s Assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) The liquidator shall pay from Company funds all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in and the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Facility Company funds, or otherwise make adequate provision for payment and discharge thereof them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all expenses incurred in liquidation; commercially reasonable efforts to obtain the best possible price and second, may sell any or all of the debtsCompany’s, liabilities and obligations the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (div) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members until the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members are in proportion to the percentages set forth in Section 4.2(a); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units. (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining assets of the Company cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with the positive balances in their respective Percentage Interests at Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Taxable Year during Company taxable year in which the liquidation of the Company a Liquidating Event occurs (or, or if later, by ninety (90) within 90 days after the date of the liquidationsuch Liquidating Event). . (b) The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their interest in the Company its Membership Interest and all the Company’s property. To property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAct.

Liquidation and Termination. (a) On dissolution of the Company, the Manager Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company’s assetsand the Facility Company’s Assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) The liquidator shall pay from Company funds all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in and the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Facility Company funds, or otherwise make adequate provision for payment and discharge thereof them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all expenses incurred in liquidation; commercially reasonable efforts to obtain the best possible price and second, may sell any or all of the debtsCompany’s, liabilities and obligations the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (div) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining assets of the Company cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with the positive balances in their respective Percentage Interests at Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Taxable Year during Company taxable year in which the liquidation of the Company a Liquidating Event occurs (or, or if later, by ninety (90) within 90 days after the date of the liquidationsuch Liquidating Event). . (b) The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their interest in the Company its Membership Interest and all the Company’s property. To property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAct.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons Members or Managers shall serve as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the ActMLLCA. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManagers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidators The liquidator shall cause the notice described in Sections 806 and 807 of the Act MLLCA to be mailed to each known creditor of and claimant against the Company and published in the manner described thereunder;in Sections 806 and 807. (c) The assets shall be distributed in the liquidators shall payfollowing order: (i) To creditors, satisfy or discharge from Company fundsincluding Members who are creditors, or otherwise make adequate provision for payment and discharge thereof (including to the establishment extent permitted by law, in satisfaction of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the Company other than liabilities for distributions to Members under Section 304 or 305 of the MLLCA. Reasonable provisions shall be made for debts, liabilities liabilities, and obligations that are not liquidated but will not be barred under Sections 806 or 807 of the Company;MLLCA. (ii) To Members and former Members in satisfaction of liabilities for distributions under Section 304 of the MLLCA. (iii) To the Members pursuant to (d) below. (d) The distribution of assets to the Members shall be as follows: (i) The liquidator may sell any or all remaining assets Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Members; (ii) With respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not previously been reflected in the capital accounts would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at made by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members Member of their Capital Contributions its capital contributions and a complete distribution to the Members Member of their interest in the Company its Membership Interest and all the Company’s property. To 's property and constitutes a compromise to which all Members have consented within the extent that a Member returns funds to meaning of Section 808(1)(c) of the Company, such returning Member has no claim against any other Member for those funds; andMLLCA.

Liquidation and Termination. On dissolution of the Company, the Manager liquidator shall act as liquidator or may appoint one or more Persons as liquidatorbe a Person selected by the Board. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board and make final Distributions distributions as provided herein in this Agreement and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon approval of the liquidators shall cause winding up and dissolution of the notice described in Company, the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts (including debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred ). (c) The liquidator shall cause any notices required by Applicable Law to be sent to each known creditor of and claimant against the Company in liquidation; and second, all of the debts, liabilities and obligations of the Company;manner described by Applicable Law. (d) all All remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests the positive balance (if any) of such Member’s Capital Account, after giving effect to all adjustments thereto, including pursuant to Section (B)(a)(iii) of Exhibit A. (e) All distributions in kind to the Members shall be valued for purposes of determining each Member’s interest therein at its Fair Market Value (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Code Section 752) at the time of such distribution. Further, each Oil and Gas Interest distributed in kind shall be distributed so that, to the extent reasonably practicable, each Member receives the same undivided interest in each Oil and Gas Interest, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2. (f) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the Taxable Year during taxable year in which the liquidation of the Company occurs (or, if later, by ninety (90) or 90 days after the date of such liquidation. For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulations Section 1.704-1(b)(2)(ii). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their interest in the Company its Membership Interest and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and. (g) If a sale of the Company is structured as a sale of Membership Interests (whether a direct sale, a merger, an exchange of interests, or other similar transaction), the amount of the aggregate purchase price to be allocated among the Members participating therein shall be determined in a manner consistent with the amounts that would have been distributed to such Members participating therein in accordance with Section 5.2.

Liquidation and Termination. On the dissolution of the CompanyHoldings LLC, the Manager Board shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company Holdings LLC and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company Holdings LLC expense. Until final distribution, the liquidators shall continue to operate the Company Holdings LLC properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from Company fundsHoldings LLC funds all of the debts, liabilities and obligations of Holdings LLC (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;). (db) all As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of Holdings LLC’s remaining assets of (the Company shall “Liquidation Assets”) pursuant to Article XIII hereof, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Unitholder in accordance with Section 4.1(b), and (iii) deliver to each Unitholder a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b) above, the liquidators shall promptly distribute Holdings LLC’s Liquidation Assets to the holders of Units pursuant to Section 4.1(b) above. Any non-cash Liquidation Assets will first be written up or down to their respective Percentage Interests at Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3; provided that, to the end of greatest extent possible, any non-cash assets (other than Marketable Securities and other than securities distributed in connection with a Public Offering by Holdings LLC) shall be sold for cash and not distributed in liquidation. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the Taxable amount to be distributed to such Unitholder pursuant to Section 12.2(b). If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b),Profits and Losses for the Fiscal Year during in which Holdings LLC is dissolved shall be allocated among the liquidation of Unitholders in such a manner as to cause, to the Company occurs (orextent possible, if later, by ninety (90) days after each Unitholder’s Capital Account to be equal to the date of the liquidationamount to be distributed to such Unitholder pursuant to Section 12.2(b). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company Holdings LLC and all Holdings LLC property and constitutes a compromise to which all Unitholders have consented within the Company’s propertymeaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the CompanyHoldings LLC, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On Upon dissolution of the CompanyIssuer, the Manager Managers shall act as liquidator liquidators or may appoint one or more Persons Managers or Members (with its or their consent) as liquidatorliquidators. The liquidators shall proceed diligently to wind up the affairs of the Company Issuer and make final Distributions distributions as provided herein in this Section 13.2 and in the Act. The costs of liquidation shall be borne as a Company an Issuer expense. Until final distribution, the liquidators shall continue to operate the Company properties Issuer's assets and the Issuer's affairs with all of the power and authority of the ManagerManagers. The steps to be accomplished by the liquidators are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper an accounting to be made by a recognized firm of certified public accountants of the Company’s assets, Issuer's assets and the Issuer's liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicablethe case may be; (b) The liquidator may cause all or any part of the liquidators shall cause the notice described in the Act Issuer's assets to be mailed sold to any Person (including, without limitation, to Members) as the liquidator shall reasonably determine, and any resulting gain or loss from each known creditor of such sale shall be computed and claimant against allocated to the Company Members in the manner described thereunderprovided in Article VII; (c) the liquidators The liquidator shall pay, satisfy or discharge from Company fundsthe Issuer's assets all of the debts, liabilities and obligations of the Issuer, including, without limitation, all expenses incurred in liquidation and all amounts owed to the Members to the extent that they are creditors of the Issuer, but excluding liabilities to Members on account of their Capital Contributions, in the order of priority as provided by law, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first); (d) After payment, all expenses incurred in liquidation; and second, all satisfaction or discharge of the Issuer's debts, liabilities and obligations (or adequate provision therefor) has been made pursuant to clause (c) of the Company; (d) this Section 13.2, all remaining Issuer assets of the Company shall be distributed to the Members as follows: (i) first first, to the Class B UnitholdersSenior Preferred Members in respect of each outstanding Series of Senior Preferred Membership Interests, in an the amount equal to of their respective Class B Liquidation Preference Amounts or, to the extent that the assets of the Issuer are insufficient to pay all of the Senior Preferred Return Base Amount plus Members the amounts of their respective Liquidation Preference Amounts, to the Senior Preferred Members in respect each outstanding Series of Senior Preferred Membership Interests in proportion to the remaining positive balances in their Capital Accounts (as determined after taking into account all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then allocations required to be made under Article VII of this Agreement); (ii) the balance second, to the Class A Unitholders Junior Preferred Members in accordance with respect of each outstanding Series of Junior Preferred Membership Interests, the amount of their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (Liquidation Preference Amounts or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds the assets of the Issuer are insufficient to pay all of the Junior Preferred Members the amounts of their respective Liquidation Preference Amounts, to the Company, such returning Member has no claim against any other Member for those fundsJunior Preferred Members in respect each outstanding Series of Junior Preferred Membership Interests in proportion to the remaining positive balances in their Capital Accounts (as determined after taking into account all allocations required to be made under Article VII of this Agreement); and (iii) any remaining assets of the Issuer shall be distributed to the Common Member.

Liquidation and Termination. On dissolution of the Company, the Manager Managers shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManagers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause the any notice described in the Act required by applicable law to be mailed to each known creditor of and claimant against the Company in the manner described thereunderCompany; (c) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.4) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first); and (i) the liquidator may sell any or all Company property, all expenses incurred in liquidation; including to Members, and second, all any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the debts, liabilities and obligations of the CompanyMembers; (dii) with respect to all remaining assets Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at made by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 11.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their interest in the Company and all the Company’s propertyits Membership Interest. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, Company the Manager shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidators The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy pay or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all All remaining assets of the Company shall be distributed to the Members as follows: (i) first first, 100% to the Class B UnitholdersLJM2 Member until the LJM2 Member has received pursuant to this Section 11.2(c)(i) an amount, in an amount equal which when taken together with all amounts previously distributed to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amountthe LJM2 Member under this Agreement, equals the greater of $41,000,000 and the Agreed Return; next, 100% to the LJM2 Member and the Grizzly Roadrunner Member on a pro rata based on their Class B Units, and then (ii) basis until the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning LJM2 Member has no claim against any other received $30,000,000 and the Grizzly Roadrunner Member for those funds; andhas received $1,000;

Liquidation and Termination. On dissolution of the Company, the Manager Board shall act as the liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, funds all of the debts, liabilities and obligations of the Company (including, without limitation, the Sxxxxx SPA Payments, if any, and all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; (d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; (de) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party; (f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; and (g) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Section 5.2 by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 12.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all of the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or Managing Member, may appoint one or more Persons as liquidatorliquidator(s), which Person or Persons shall be reasonably approved by the other Members. The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators shall liquidator will continue to operate the Company properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause liquidator will pay from Company funds all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including, without limitation, all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) the Company will dispose of all remaining assets of as follows: (i) the liquidator may sell any or all Company shall property, and any resulting gain or loss from each sale will be distributed computed and allocated to the Members (i) first pursuant to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then Section 5.02; and (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the liquidator will promptly distribute any and all remaining Company occurs property (or, if later, by ninety (90including cash) days after the date of the liquidation). The distribution of cash and/or property to among the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return 5.01(a). (d) All distributions in kind to the Members of their Capital Contributions and a complete distribution will be made subject to the Members liability of their interest in each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company and all the Company’s property. To the extent that a Member returns funds has committed prior to the Companydate of termination and those costs, such returning Member has no claim against any other Member for those funds; andexpenses and liabilities will be allocated to the distributee pursuant to this Section 11.02.

Liquidation and Termination. (a) On dissolution of the Company, the Manager Member Committee (or, if any Member is an Affected Member, the other Members) shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerMembers and the Member Committee. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as promptly as possible practicable after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) the liquidators liquidator shall cause pay from Company funds all of the notice debts and liabilities of the Company (including all expenses incurred in liquidation and any advances described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (cSECTION 4.04) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof them (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company); (diii) Subject to the provisions of SECTION 11.02(b) and (c) of this Agreement, if applicable, the liquidator shall sell all Company property to any Person including Members or their Affiliates; and (iv) all remaining assets of the Company shall be distributed to the Members (i) first in accordance with, and to the Class B Unitholdersextent of, the positive balances in an amount equal to their respective Class B Preferred Return Base Amount plus Capital Accounts, as determined after taking into account all outstanding an accrued Class B Preferred Return AmountCapital Account adjustments, pro rata based on their Class B Units, including adjustments reflecting any revaluation of Company property pursuant to SECTION 4.06(a) and then any other adjustments (iiother than those reflecting the distributions made by reason of this SECTION 11.02(a)) for the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end taxable year of the Taxable Year Company during which the liquidation of the Company occurs occurs. If after the distribution of all remaining assets of the Company a Member has a deficit balance in its Capital Account, as determined after taking into account all Capital Account adjustments (orother than those reflecting the distributions made by reason of the SECTION 11.02(a)), if later, such Member shall have the unconditional obligation to restore the amount of such deficit to the Company by the end of (i) the taxable year in which the Company is liquidated or (ii) ninety (90) days after the date on which the Company is liquidated, whichever date is later. Any amounts received by the Company from a Member in restoration of its deficit Capital Account shall, upon liquidation of the liquidation). The distribution Company, be paid to creditors of cash and/or property the Company or distributed to the other Members of the Company in accordance with their positive Capital Account balances. (v) The distributions to a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below SECTION 11.02 constitutes a complete return to the Members Member of their Capital Contributions its capital and a complete distribution to the Members Member of their interest in the Company its Membership Interest and all the Company’s property's property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and. (b) Upon termination of the Company pursuant to the terms of this Agreement, the Parties will agree upon the continuation or termination of existing contractual obligations. (c) The provisions of this SECTION 11.02 shall apply to voluntary termination in accordance with SECTION 11.04, except to the extent expressly modified in SECTION 11.04.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Manager Act, the Managing Member or a Person or Persons selected by the Managing Member shall act as liquidator or may shall appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Managerherein. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidators liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) The liquidator shall pay all of the liquidators shall cause the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all of the debts, liabilities and obligations of the Company; (d) , the liquidator shall sell all remaining properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent ofthe Members, the liquidator may distribute such properties in kind. (c) Except as expressly provided herein, the liquidator shall be distributed comply with any applicable requirements of the Act and all other applicable laws pertaining to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end winding up of the Taxable Year during which affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company occurs (orCompany, if later, by ninety (90) days after the date Certificate and all qualifications of the liquidation). The distribution Company as a foreign limited liability company in jurisdictions other than the State of cash and/or property Delaware shall be cancelled and such other activities as may be necessary to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in terminate the Company and all shall be taken by the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andliquidator.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may Cleco Power Board will appoint one or more Persons as liquidatorliquidator(s), acting by Board Supermajority Consent. The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerCleco Power Board. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause liquidator will pay from Company funds all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including, all expenses incurred in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, liquidation or otherwise make adequate provision for payment and discharge thereof therefor (including including, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first)); and (c) the Company will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Company property, all expenses incurred including to the Member or any of its Affiliates; and (ii) thereafter, Company property will be distributed to the Member in liquidation; and second, all of the debts, liabilities and obligations of the Company;accordance with Section 7.01. (d) all remaining assets All distributions in kind to the Member will be made subject to the liability of the Member for the costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the Member pursuant to this Section 9.02. (e) Nothing contained in this Section 9.02 shall be distributed construed as authorizing the Cleco Power Board, or the liquidator, to the Members (i) first to the Class B Unitholdersamend, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders change or modify this Agreement except in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members Section 10.04 or as otherwise may be provided in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAgreement.

Liquidation and Termination. On dissolution of the Company, the Manager Members holding a majority of the Common Units entitled to vote shall appoint a Member or Members to act as liquidator or may appoint one or more Persons as liquidatorliquidator(s). The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until all final distributionDistributions are made, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm one of certified public accountants the four largest accounting firms in the United States of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator(s) shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator(s) may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (d) all remaining assets of the Company shall be sold and the proceeds therefrom shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders Holders in accordance with their respective Percentage Interests at Section 5.1 by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution All Distributions to the Holders under this Section 13.2 shall be made in cash and/or securities, and such Distribution of cash and/or property securities to the Members a Holder in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 13.2 shall constitute a complete return to the Members Holder of their its Capital Contributions and a complete distribution Distribution to the Members Holder of their its interest in the Company and all of the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member Holder returns funds to the Company, such returning Member it has no claim against any other Member Holder for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more Persons Representatives or Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company fundsfunds (to the extent available therefor) all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision (to the extent the remaining property or assets of the Company can so provide) for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders holders of Units in accordance with their respective Percentage Interests at Section 4.1 (a) by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 12.2 and Section 14.03 12.3 below constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all the Company’s property's property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Manager Managers shall act as liquidator or may appoint one or more other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Managers or if a Developer Member Event of Default has occurred, the liquidator shall be one or more Persons selected in writing by the other Member. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManagers hereunder. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to the Preferred Member of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidators liquidator shall cause pay all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) all remaining assets of the Company shall be distributed to the Members as follows: (i1) first the liquidator may sell any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such property that has not been sold shall be determined and (notwithstanding the provisions of Article 16) income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members to the Class B Unitholders, in an extent possible to cause the Capital Account balance of each Member to equal the amount equal distributable to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then such Member under Section 17.2(c)(2); and (ii2) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property shall be distributed to the Members as provided in accordance with Section 8.2 (which is anticipated to reduce the provisions Adjusted Capital Account balances of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andzero).

Liquidation and Termination. On (a) Upon the dissolution of the Company, the Manager Board of Directors shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (ci) the liquidators shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (ii) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 10.2(a)(i), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end Section 4.1, and a final allocation of the Taxable Year during which the liquidation all items of the Company occurs (orincome, if latergain, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members loss and expense shall be made in in accordance with Section 5.1; and (iii) the Gross Asset Value of any non-cash assets will first be written up or down to their Fair Market Value as provided in subsection (b)(iv) of the definition of “Gross Asset Value”, thus creating Net Income or Net Loss (if any), which shall be allocated to the Members’ Capital Accounts in accordance with Section 5.1. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each Member. (b) Notwithstanding any provision of this Agreement, including the provisions of this Section 14.02 10.2, upon any liquidation or dissolution of the Company, (i) all right, title and Section 14.03 below constitutes a complete return interest in and to (A) the assets transferred to the Members of their Capital Contributions and a complete distribution Company pursuant to the Members CONA Purchase Agreement, (B) any improvements thereto owned or otherwise assignable by the Company as of the date of its liquidation or dissolution, and (C) any other know-how, ideas, works of authorship, software, hardware, and other technology that are owned or otherwise assignable by the Company and/or its Subsidiaries as of the date of its liquidation or dissolution and used by the Company and/or its Subsidiaries to provide their interest in products and services (clauses (i), (A), (B) and (C) collectively referred to as the “Dissolution Date IP”), will be distributed by the Company to a party to be designated by the Board of Directors (the “IP Holder”), (ii) the IP Holder will grant to each Member a perpetual, royalty-free, assignable license that will permit the Member to use, adapt, maintain, support and improve the Dissolution Date IP, including the then current version of the Company’s CONA information technology platform, all derivative works thereof, and all related object code, source code and documentation, (iii) copies of the source code, object code and documentation for the Dissolution Date IP will be delivered to each Member, and (iv) IP Holder and, if applicable, TCCC, the Company and all its Subsidiaries will further reasonably assist each such Member in the Company’s propertytransition of the products and services provided by the Company to each such Member. To In addition, the extent Members acknowledge and agree that a Member returns funds they will use good faith efforts to complete and execute any documents that are required to implement the Company, such returning Member has no claim against any other Member for those funds; andintent of this Section 10.2(b).

Liquidation and Termination. On dissolution of the CompanyCompany pursuant to Section 9.1 hereof, the Manager Board shall act as liquidator or may appoint one or more Persons as liquidatorliquidators of the Company. The liquidators shall proceed diligently forthwith commence the winding up of the Company's business and the liquidation of its property in accordance with applicable law and the following provisions: (a) Each Member shall pay to wind up the affairs Company all amounts owed by such Member to the Company. (b) The Company Assets, including any monies received pursuant to this Section 9.2, shall be applied in the following order: FIRST, to the payment of creditors of the Company, including Members who are creditors, to the extent otherwise permitted by law; SECOND, to the establishment of any reserves that the Board, in accordance with sound business judgment, deems reasonably necessary to provide for the payment when due of any contingent liabilities or obligations of the Company (which reserves may be paid over by the Board to a trustee or escrow agent selected by it to be held by such trustee or escrow agent for purposes of (i) distributing such reserves in payment of the aforementioned contingencies, and make final Distributions as (ii) distributing the balance of such reserves in the manner provided herein upon the expiration of such period as the Board may deem advisable); and THIRD, to the Members in accordance with their positive Capital Account balances. (c) In the event of any liquidation pursuant to this Section 9.2, the Company Assets shall be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 9.2(b). Consistent with the Treasury Regulations issued under Section 704 of the Code, in the Act. The event of a liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the value of all property of the Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and the costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;. (d) Notwithstanding anything to the contrary in this Agreement, upon a liquidation (as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), if any Member has a deficit Capital Account (after giving effect to all remaining assets contributions, distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the year in which such liquidation occurs), such Member shall have no obligation solely as a result of such deficit to make any Capital Contribution, and the negative balance of such Capital Account shall not be considered a debt owed by the Member to the Company shall be distributed or to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member Person for those funds; andany purpose whatsoever.

Liquidation and Termination. On Subject to Section 7.5 and Section 12.2(d), and except as expressly provided for to the contrary in Section 3.17 and Section 3.18, upon dissolution of the Company, a representative of the Manager Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as a liquidator or may appoint one or more Persons Members as liquidatorliquidator ("Liquidator"). The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators Liquidator shall cause the notice described in the Act any notices required by law to be mailed to each known creditor of and claimant against the Company in the manner described thereunderby such law; (c) subject to the liquidators terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine): first); provided, all expenses incurred however, such payments shall not include any Capital Contributions described in liquidation; and second, all Article IV or any other obligations in favor of the debts, liabilities and obligations of the Company;Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (dii) all remaining assets of the Company shall be distributed to the Members as follows: (iA) first the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), provided (x) any such sale to a Member is made on an arms length basis under terms which are in the best interest of the Company and (y) to the Class B Unitholders, extent that any Member has participated in an amount equal Expansion Option under Section 15.2(b), the Liquidator shall hire an independent consultant to their attribute (on the basis of the then existing fair market value) the proceeds from the sale of the Company property between each respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B UnitsMajor Expansion Project, and then all other assets of the Company (iisuch value for each respective Major Expansion Project the "Expansion Liquidation Value") and the balance Liquidator shall repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the Class A Unitholders in accordance extent that there is any Expansion Liquidation Value allocated to the corresponding Major Expansion Project; (B) with their respective Percentage Interests at respect to all Company property that has not been sold, the end fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Taxable Year Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (orother than those made by reason of this clause (C)). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, if laterexpenses, by ninety (90) days after and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the liquidation)distributee pursuant to this Section 12.2. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and

Liquidation and Termination. On the dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more representatives, Members, or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION (b) As promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company; (d) all 's remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article XIII hereof, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Unitholder in accordance with their respective Percentage Interests at Section 4.1(c), and (iii) deliver to each Unitholder a statement (the end “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b), the liquidators shall as soon as reasonably practicable distribute the Company's Liquidation Assets to the holders of Units in accordance with Section 4.1(c). In making such Distributions, unless otherwise determined by the Board, the liquidators allocate each type of Liquidation Assets among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as to give effect to and take into account the relative priorities of the Taxable different Units. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder's Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2(c). If any Unitholder's Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to this Section 12.2(c), Profits and Losses for the Fiscal Year during in which the liquidation of Company is dissolved shall be allocated among the Company occurs (orUnitholders in such a manner as to cause, if laterto the extent possible, by ninety (90) days after each Unitholder's Capital Account to be equal to the date of the liquidationamount to be distributed to such Unitholder pursuant to this Section 12.2(c). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all Company property and constitutes a compromise to which all Unitholders have consented within the Company’s propertymeaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.

Liquidation and Termination. If the Company has been dissolved in accordance with Section 13.01, the liquidation of the Company, the winding up of its affairs and the distribution of its assets shall be effected (i) if a Plan of Liquidation has been adopted in accordance with Section 13.01, in the manner provided in the Plan of Liquidation and (ii) if no such Plan of Liquidation has been adopted, in the manner determined by the liquidators in accordance with the provisions of this Section 13.02. On dissolution of the Company, the Manager Board of Directors shall act as liquidator or may appoint one or more Persons as liquidatorliquidators. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) to the extent required by the Act, the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunderCompany; (c) the liquidators shall pay, satisfy cause the Company to (i) pay or discharge from Company funds, or otherwise make adequate reasonable provision for payment all claims and discharge thereof obligations, including all contingent, conditional or unmatured contractual claims, known to the Company, (including ii) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the establishment Company which is the subject of a cash fund pending action, suit or proceeding to which the Company is a party and (iii) make such provision as will be reasonably likely to be sufficient to provide compensation for contingent liabilities claims that have not been made known to the Company or that have not arisen but that, based on the facts known to the Company, are likely to arise or to become known to the Company within ten years after the date of dissolution, in such amount each case as and for such term as to the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all extent required by section 18-804 of the debts, liabilities and obligations of the Company;Act; and (d) all remaining assets of the Company shall be distributed to the Members as follows: (i) first the liquidators may sell any or all Company property, including, subject to Section 7.02(i), to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the balance fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the Class A Unitholders manner in accordance with their respective Percentage Interests at which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in the same manner as set forth in Section 6.05. The foregoing distributions shall be made by the end of the Taxable Year during which the liquidation of the Company occurs such taxable year (or, if later, by ninety (90) 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 13.02. The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 13.02 constitutes a complete return to the Members Member of their Capital Contributions its capital contributions and a complete distribution to the Members Member in respect of their interest in the Company its Units and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager --------------------------- Managing Member shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of the ManagerManaging Member and the Members. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators liquidator(s) shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator(s) may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (d) all the remaining assets of the Company (the "Remaining Assets") ---------------- shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Sections 5.2 and 5.4 ------------ --- hereof. The Remaining Assets shall be distributed by the end of the Taxable Year taxable year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On Upon dissolution of the Company, the Manager Managers shall act as liquidator or may appoint one or more Persons of the Managers to act as liquidator. (If there are no Managers then serving, a majority in interest of the remaining Members shall select one or more persons to act as liquidator.) The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerManagers. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The steps to be accomplished by the liquidators are as follows: (a) liquidator, as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants accounting firm of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b, and shall apply the proceeds of liquidation as provided in Section 19 and in accordance with the time requirements of §1.704-1(b)(2)(ii)(b)(2) of the liquidators shall cause the notice described Regulations. If, in the Act reasonable judgment of the liquidator, it will not be possible or prudent to be mailed complete the liquidation of the Company’s assets and the distributions to each known creditor the Members within that prescribed time period, the liquidator shall, on or before the last day of such period, distribute all remaining assets and claimant against liabilities of the Company to a trust, with the liquidator or such other person as the liquidator may appoint serving as the trustee thereof, for the purpose of complying with such timing requirements. The trustee of said trust shall, thereafter, proceed with the completion of the liquidation of said remaining assets in the manner described thereunder; (cin this Section 31(b) and with the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all application of the debtsproceeds therefrom in the manner described in Section 19, liabilities and obligations of the Company; (d) all remaining assets of the Company trust shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus terminated as promptly as possible after completing all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andactions.

Liquidation and Termination. (a) On dissolution of the Company, the Manager shall Board will act as liquidator or may appoint one or more other Persons as liquidatorliquidator(s). The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expenseby the Company. Until final distribution, the liquidators shall liquidator will continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by liquidator will wind up the liquidators are affairs of the Company, dispose of the assets of the Company as it deems necessary or appropriate, and will pay and distribute the assets of the Company (including the proceeds of any such dispositions) as follows: (ai) as promptly as possible after dissolution and again after final liquidationFirst, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants liquidator will pay all of the Company’s assets, debts and liabilities and operations through the last day of the calendar month Company (including all expenses incurred in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice and any advances described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (cthis Section 10.02) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) Thereafter, the balance to liquidator will distribute all Company property among the Class A Unitholders Members in accordance with their respective Percentage Interests at Section 5.03(a). All distributions made pursuant to this Section 10.02(a)(ii) will be made by the end of the Taxable Year during taxable year in which the liquidation dissolution of the Company occurs (or, if later, by ninety (90) within 90 days after the date of the such liquidation). The distribution . (b) In the event the liquidator distributes any assets of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, other than cash, pursuant to Section 10.02(a), the fair market value of such returning Member assets will be determined by the Board in good faith and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has no claim against any other Member not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for those funds; andthe fair market value of that property on the date of distribution.

Liquidation and Termination. (a) On dissolution of the Company, the Manager Managers who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein in the Act and shall have all the powers set forth in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations winding up of the Company; (d) all remaining , the assets of the Company shall first be distributed to the creditors, including Members (i) first and Managers who are creditors, to the Class B Unitholdersextent otherwise permitted by law, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end satisfaction of the Taxable Year during which the liquidation liabilities of the Company occurs (or, if later, whether by ninety payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made. (90c) days Any assets remaining after the date of Company's liabilities and obligations have been paid or reasonable provision for the liquidation). The distribution of cash and/or property payment thereof has been made, shall be distributed to the Members in accordance with the provisions positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company's taxable year during which such liquidation occurs (other than those made as a result of this Section 14.02 and Section 14.03 below constitutes a complete return Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. (S) 1.704-1(b)(2)(ii)(b). (d) If, at the discretion of the Managers, any assets of the Company are distributed to the Members in-kind, such assets shall be valued on the basis of the fair market value thereof as determined by the Managers in their Capital Contributions reasonable discretion on the date of distribution. Without limiting the managers, discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Managers on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a complete reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the Capital Account of the Members of their interest shall be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Company and all Members' Capital Accounts) would be allocated among the Company’s propertyMembers if there had been a taxable disposition of such property at its fair market value on the date of distribution. To The Capital Accounts of the extent that Members receiving a Member returns funds distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this Article 13 shall be construed to extend the Company, such returning Member has no claim against any other Member for those funds; andtime period prescribed under Section 13.2(c)

Liquidation and Termination. On Upon dissolution of the Company, the Manager shall act as liquidator or may appoint in writing one or more Persons as liquidator. The liquidators (who may but need not be a Member or the Manager), who shall proceed diligently have full authority to wind up the affairs of the Company and to make a final Distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator(s) shall continue to operate the Company properties Company, with all of the power and authority of the Management Committee and the Manager, to the extent necessary or appropriate for the efficient completion of liquidation. The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) as Without limitation of the foregoing, the liquidator(s) shall have the power and authority (i) to complete any transaction and satisfy any obligation uncompleted or unsatisfied at the time of dissolution if the transaction or obligation arises out of Operations prior to dissolution and (ii) to grant or receive extensions of time or change the method of payment of already existing liabilities or obligations, prosecute and defend actions on behalf of the Company, encumber Assets, and take any other reasonable action in any matter with respect to which the Company continues to have, or appears or is alleged to have, an interest or liability. (b) As promptly as possible practicable after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm of independent certified public accountants of the Company’s 's assets, liabilities liabilities, Business and operations Operations, through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause case may be, including in such accounting the notice described profit or loss resulting from the actual or deemed sale or distribution of Assets, as provided in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder;Exhibit C. (c) The liquidator(s) shall pay the liquidators shall pay, satisfy or discharge from debts and liabilities of the Company funds, or otherwise make adequate provision for payment and discharge thereof (therefor, including but not limited to by the establishment creation of a one or more cash fund escrow funds for contingent liabilities in such amount amounts and for such term terms as the liquidators may reasonably liquidator(s) shall determine): first, all expenses incurred . The liquidator(s) shall then by payment of cash and/or property (in liquidation; and second, all the sole discretion of the debtsliquidator(s)), liabilities and obligations and, in the case of property, valued by an independent appraiser selected by the liquidator(s) at fair market value as of the Company;date of dissolution, distribute to the Members in proportion to their respective Ownership Interests as of such date, such amounts of cash and property as are required to dispose of all remaining Assets. For purposes of this Section 14.6, a distribution of an asset or an undivided interest in an asset in kind to a Member shall be considered a distribution of an amount equal to the fair market value of such asset or undivided interest. A Member shall have the right to designate another person or entity to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 14.6. (d) Any real property distributed to the Members pursuant to this Section 14.6 shall be (i) conveyed by special warranty deed and (ii) subject to all remaining assets Encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Member(s) receiving such property. (e) Except as expressly provided in the Agreement, the liquidator shall comply with any applicable requirements of the Act and other Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be distributed to the Members completed within any time limits imposed by Treasury Regulations Sec. 1.704-1(b) (i2) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) and (g), the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs Act and other Law. (or, if later, by ninety (90f) days after the date of the liquidation). The distribution of cash and/or or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 14.6 shall be deemed to constitute a complete (i) return to the Members of their respective Capital Contributions and a complete (ii) distribution to the Members of their interest respective interests in the Company and in all property of the Company’s property. To Subject to Sections 4.1 and 4.2 of the extent that a LLC Members' Agreement and other applicable provisions of the Agreement, neither Member returns funds shall have any obligation to contribute to the Company, such returning Company or to pay to the other Member has no claim against or any other Member for those funds; andperson or entity any deficit in its Capital Account. (g) Upon the completion of the distribution of the Company's assets as provided in this Section 14.6, the Company shall be terminated and the liquidator shall file a certificate of cancellation and take such other actions as may be necessary to terminate the Company.

Liquidation and Termination. On Upon dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;; and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;; and (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)) as follows: (i) first, to the holders of the Series B Preferred Units on a pro rata basis until the holders of such Series B Preferred Units receive, in respect of each Series B Preferred Unit held by them, the Series B Liquidation Preference Amount and (ii) second, to the Members in accordance with Article IV. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.” (e) Schedule 1 to the Agreement shall be amended and restated in its entirety and replaced with Schedule 1 to this Amendment.

Liquidation and Termination. On dissolution of the CompanyLLC, the Manager Board shall act as liquidator or may appoint one or more Persons Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company LLC and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company an LLC expense. Until final distribution, the liquidators shall continue to operate the Company LLC properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from Company fundsLLC funds all of the debts, liabilities and obligations of the LLC (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company;). (db) all remaining In the event that the LLC holds assets other than cash at the time of its dissolution, then as promptly as practicable after dissolution, the Company liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of such assets (the “Liquidation Assets”) in accordance with Section 10 hereof, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Member in accordance with Section 4.1 hereof and (iii) deliver to each Member a statement setting forth the Liquidation FMV and the amounts and recipients of such distributions. (c) As soon as the Liquidation FMV and the proper amounts of distributions have been determined in accordance with Section 10.2(a) and (b) above, the liquidators shall promptly distribute the LLC’s Liquidation Assets and any remaining cash to the holders of Units in accordance with the positive balance in their respective Percentage Interests at Capital Accounts. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Cuming Net Income or Cuming Net Loss (if any) and Non-Cuming Net Income or Non-Cuming Net Loss (if any), which shall be allocated in accordance with Section 4.2 hereof. In making such distributions, the end liquidators shall allocate each type of Liquidation Assets and any remaining cash among the Taxable Year during which Members ratably based upon the liquidation of aggregate amounts to be distributed with respect to the Company occurs (or, if later, Units held by ninety (90) days after the date of the liquidation)each such holder. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company LLC and all the CompanyLLC’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member the LLC returns funds to a Member, the Company, such returning Member LLC has no claim against any other Member for those funds; and.

Liquidation and Termination. On In connection with the winding up and dissolution of the Company, the Manager Member shall act as appoint a liquidator or may appoint one or more Persons as liquidator(“Liquidator”). The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as As promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable;. (b) the liquidators The Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunder;by applicable law. (c) Upon approval of the liquidators winding up and dissolution of the Company, the Liquidator shall, unless the Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to the Member, provided that any such sale to the Member must be made on an arm’s length basis. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 7.2(c). (d) Subject to the terms and conditions of this Agreement and the Act (including Section 18-804 of the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) first, the Liquidator shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, assets all of the debts, liabilities and obligations of the Company;, or otherwise make adequate provision for payment, satisfaction and discharge thereof; provided, however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations of the Member created by this Agreement; and (dii) second, all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders Member in accordance with their respective Percentage Interests at Section 4.4. (e) All distributions to the end Member pursuant to Section 7.2(d)(ii) shall be in the form of cash, unless the Member otherwise determines. (f) When the Liquidator has complied with the foregoing liquidation plan, the Liquidator, on behalf of the Taxable Year during which Member, shall execute, acknowledge, and cause to be filed with the liquidation Secretary of State of the Company occurs (or, if later, by ninety (90) days after the date State of the liquidation). The distribution Delaware a Certificate of cash and/or property Cancellation with respect to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andCertificate.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or EFS Member, or, during any EFS Default Period, the Managing Member, may appoint one or more Persons as liquidatorliquidator(s), which Person or Persons shall be reasonably approved by the Crestwood Member. The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators shall liquidator will continue to operate the Company properties with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause liquidator will pay from Company funds all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including, without limitation, all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof therefor (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, all expenses incurred in liquidation); and second, all of the debts, liabilities and obligations of the Company;and (dc) the Company will dispose of all remaining assets of as follows: (i) the liquidator may sell any or all Company shall property, and any resulting gain or loss from each sale will be distributed computed and allocated to the Members (i) first pursuant to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, Section 5.02; and then pursuant to either clause (ii) or (iii) below, as the balance case may be: (ii) thereafter, but only if prior to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (orWaterfall Adjustment Date, if laterany, by ninety (90) days after the date of the liquidation). The distribution of cash and/or Company property to will be distributed among the Members in accordance with the provisions following: (A) First, 100% to the EFS Member and the Crestwood Member, pro rata in accordance with their respective holdings of this Deficiency Preferred Units, until (x) the EFS Member has received an amount so as to result in an IRR to the EFS Member of [***] on the aggregate Deficiency Contributions made by the EFS Member in respect of such Series B Preferred Units and (y) the Crestwood Member has received an amount so as to result in an IRR to the Crestwood Member of [***] on the aggregate Default Contributions made by the Crestwood Member in respect of such Series C Preferred Units; (B) Second, 100% to the EFS Member in redemption of the outstanding Series A Preferred Units as follows: (1) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 14.02 4.04(c)(i) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (2) at any time on or after the fourth anniversary of the Effective Date but prior to the commencement of the EFS Option Period, pursuant to Section 4.04(c)(ii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; or (3) at any time after the commencement of the EFS Option Period, pursuant to Section 4.04(d)(iii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (C) The remainder, if any, 100% to the Crestwood Member in respect of the Common Units; or (iii) thereafter, but only if on or after the Waterfall Adjustment Date, if any, Company property will be distributed to the EFS Member and Section 14.03 below constitutes a complete return the Crestwood Member in accordance with the Adjusted Distribution Ratio. (d) All distributions in kind to the Members of their Capital Contributions and a complete distribution will be made subject to the Members liability of their interest in each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company and all the Company’s property. To the extent that a Member returns funds has committed prior to the Companydate of termination and those costs, such returning Member has no claim against any other Member for those funds; andexpenses and liabilities will be allocated to the distributee pursuant to this Section 10.02.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, one or more persons selected by the Manager General Partner shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final Distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the ManagerGeneral Partner. The steps to be accomplished by the liquidators liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Partner, shall cause a proper accounting to be made by a recognized firm of certified public the Partnership’s independent accountants of the CompanyPartnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) The liquidator shall sell all properties and assets of the liquidators Partnership for cash as promptly as is consistent with obtaining the best price herefore; provided, however, that upon the consent of a Supermajority Interest of the Partners, the liquidator may retain properties for distribution in kind. All Net Profit or Net Loss realized on such sales shall cause be allocated to the notice described Partners as provided in this Agreement, and the Act to Capital Accounts of the Partners shall be mailed to each known creditor adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Partners by the amount of any Net Profit or Net Loss that would have been recognized by the Partners if such properties had been sold at their fair market values. The liquidator shall pay all of the debts and claimant against liabilities of the Company Partnership (including all expenses incurred in the manner described thereunder; (cliquidation) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof _herefore (including without limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first, ). After making payment or provision for all expenses incurred in liquidation; debts and second, all liabilities of the debtsPartnership, liabilities the liquidator shall then distribute the proceeds of such sales or such properties to the Partners in the manner provided in Section 4.3. If the foregoing distributions to the Partners do not equal the Partners’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and obligations to all adjustments attributable to allocations of Net Profits or Net Losses realized by the Partnership during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profits and Net Losses (or any items thereof) provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Partner which corresponds to the amount of the Company;distribution to such Partner. Each Partner shall have the right to designate another person to receive any property that otherwise would be distributed in kind to that Partner pursuant to this Section 8.2. Any Partnership properties distributed in kind will be distributed in a manner that complies with any agreements by which such properties are bound or subject to. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. (d) all remaining assets of Notwithstanding any provision in this Agreement to the Company contrary, no Partner shall be distributed obligated to the Members (i) first to the Class B Unitholders, restore a deficit balance in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests its Capital Account at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation)any time. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes 8.2 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their interest in the Company Partnership and all the Company’s Partnership property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and.

Liquidation and Termination. On 11.2.1 Upon the dissolution of the Company as provided in Section 11.1 above, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Board shall act as liquidator. The liquidator shall oversee the winding up and liquidation of the Company, take full account of the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs liabilities of the Company and make final Distributions assets, either cause the Company’s assets to be sold as promptly as is consistent with obtaining fair market value therefor or distributed to the Members and, if sold, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided herein and in the Act. The costs of liquidation shall be borne as a Company expenseparagraph (c) below. Until final distribution, the liquidators liquidator shall continue to operate manage the Company properties Company’s business and other property and assets with all of the power and authority of the ManagerMembers. The steps to be accomplished by the liquidators liquidator are as follows: (a) ensure that any remaining portion of the Reserved Units is issued to PEC prior to final distribution and the books and records of the Company are adjusted accordingly; (b) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (bc) during the liquidators shall cause period commencing on the notice described in first day of dissolution pursuant to Section 11.1 above and ending on the Act to be mailed to each known creditor date on which all of and claimant against the assets of the Company have been distributed to the Members in accordance with this Section 11.2, the Members shall continue to share Net Profits, Net Losses, and other items of Company income, gain, loss or deduction in the manner described thereunderprovided in Article V hereof, provided that no distributions shall be made pursuant to Section 5.4 above; (cd) the liquidators liquidator shall pay, satisfy pay or discharge from Company fundsfunds all of the debts, or otherwise make adequate provision for payment liabilities and discharge thereof obligations of the Company (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term terms as the liquidators liquidator may reasonably determine): first, all expenses incurred or the distribution of property to the Members in liquidation; and second, all of the kind subject to debts, liabilities and obligations of the Company;or other obligations); and (de) all remaining assets of the Company shall be distributed to the Members as follows: (i) first the liquidator may sell any or all Company property, including to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B UnitsMembers, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property any resulting gain or loss from each sale shall be computed and allocated to the Members in accordance with Section 5.1 above; (ii) with respect to any Company property that has not been sold, the provisions fair market value of this Section 14.02 such property shall be determined and Section 14.03 below constitutes the Members’ Capital Accounts shall be adjusted to reflect the manner in which the unrealized gain and unrealized income, gain, loss, and deduction inherent in that property (and that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a complete return taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) all liquidation proceeds, as well as any Company property that is to be distributed to the Members of their Capital Contributions and a complete distribution to Members, shall be distributed in accordance with Section 5.4 above; provided, however, that all liquidating distributions shall be made in accordance with the Members positive Capital Account balances within the meaning of their interest in the Company and all the Company’s propertyTreas. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andReg. ss. 1.704-1(b)(2)(ii)(b)(2).

Liquidation and Termination. On Subject to Section 8.1, upon dissolution of the CompanyPartnership, a representative of the Manager Partnership selected by all of the Partners (not including any Partner in breach of any provision of this Agreement at the time of dissolution) shall act as a liquidator or may appoint one or more Persons Partners as liquidatorliquidator (“Liquidator”). The liquidators Liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidators Liquidator shall continue to operate the Company properties facilities owned by the Partnership with all of the power and authority of the ManagerPartners for a reasonable period of time to allow for the sale of all or a part of the assets of the Partnership. The steps to be accomplished by the liquidators Liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities Liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators Liquidator shall cause the notice described in the Act any notices required by Applicable Law to be mailed to each known creditor of and claimant against the Company Partnership in the manner described thereunderby such Applicable Law; (c) subject to the liquidators terms and conditions of this Agreement and the Act, the Liquidator shall distribute the assets of the Partnership in the following order: (1) the Liquidator shall pay, satisfy or discharge from Company fundsPartnership funds all of the Liabilities of the Partnership, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities Liabilities in such amount and for such term as the liquidators Liquidator may reasonably determine): first, all expenses incurred in liquidation; and second, all ). The Liabilities of the debts, liabilities Partnership shall include any Liabilities owing to a Partner under any contracts entered into between the Partnership and obligations of the Company;such Partner; and (d2) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (iA) first the Liquidator may sell any or all Partnership assets, including to one or more of the Partners (other than any Partner in breach of any provision of this Agreement at the time of dissolution), and any resulting gain or loss from each sale shall be computed and allocated to the Class B UnitholdersCapital Accounts of the Partners; (B) with respect to all Partnership assets that have not been sold, the fair market value of those assets (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Partners shall be adjusted to reflect the manner in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amountwhich the unrealized Profits, pro rata based on their Class B UnitsLosses, income, gain, loss, and then deduction inherent in assets that have not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable Disposition of those assets for the fair market value of those assets on the date of distribution; and (iiC) Partnership assets shall be distributed among the balance Partners ratably in proportion to each Partner’s positive Capital Account balances, as determined after taking into account all Capital Account adjustments for the Class A Unitholders in accordance with their respective Percentage Interests at the end taxable year of the Taxable Year Partnership during which the liquidation of the Company Partnership occurs (other than those made by reason of this clause (2)); and in each case, those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, by ninety (90) days after the date of the liquidation). (D) All distributions in kind to the Partners shall be made subject to the Liability of each Partner for Liabilities theretofore incurred under the terms of this Agreement or for which the Partnership has committed prior to the date of dissolution. The distribution of cash and/or property other assets of the Partnership to the Members a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 8.2 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their interest in the Company and all the Company’s propertyits Partnership Interest. To the extent that a Member Partner returns funds to the CompanyPartnership, such returning Member it has no claim Claim against any other Member Partner for those funds; and.

Liquidation and Termination. On dissolution of the Company, the Manager Board shall act as liquidator or may appoint one or more Persons Officers as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties Company's Officers Properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (aA) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (bB) the liquidators The liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder;. (cC) the liquidators The liquidator(s) shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first). (D) The balance, all expenses incurred in liquidation; and secondif any, all of the debts, liabilities and obligations of the Company; (d) all 's remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Section 5.2. Notwithstanding the provisions of 61 <PAGE> Section 5.3, items of income, gain, deduction and loss for the final Taxable Year of the Company shall be allocated to the Members' Capital Accounts in such a manner that the Members' positive Capital Account balances shall be, immediately prior to the distribution pursuant to Section 11.2(D), in such proportion. To the extent practicable, distributions pursuant to this Section 11.2(D) shall be made by the end of the Taxable Year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) 90 days after the date of the liquidation). The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.2 constitutes a complete return to the Members such Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s property's property and constitutes a compromise to which all Members have consented within the meaning of the Act. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 11.2 constitutes a complete distribution to such Assignee of its interest in the Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and. SECTION 11.3

Liquidation and Termination. On dissolution If JF US does not purchase the Membership Interest of CenterPoint or cause the CompanyCompany to redeem the Membership Interest of CenterPoint pursuant to Section 10.2, then the Manager Board shall act as liquidator or may appoint one or more Persons Officers as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties Company’s Properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators are as follows: (aA) as As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (bB) the liquidators The liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder;. (cC) the liquidators The liquidator(s) shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first). (D) The balance, all expenses incurred in liquidation; and secondif any, all of the debts, liabilities and obligations of the Company; (d) all ’s remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at Article V. Distributions pursuant to this Section 5.2 shall be made by the end of the Taxable Year of the Company during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or and/ or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 10.3 constitutes a complete return to the Members such Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Act. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 10.3 constitutes a complete distribution to such Assignee of its interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and.

Liquidation and Termination. On the dissolution of the Company, the Manager shall Board or its designee will act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). Until the final Distribution, the business and affairs of the Company will continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Article V. The liquidators shall liquidator(s) will proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall will be borne as a Company the Company’s expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall will pay, satisfy or discharge from the Company’s funds all of the debts, liabilities and obligations of the Company funds, (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first); (b) as promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations liquidators will (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company; (d) all ’s remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article XIII, (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Member in accordance with their respective Percentage Interests at Section 4.2, and (iii) deliver to each Member a statement (the end “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation Statement will be final and binding on all Members; and (c) as soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b), the liquidator(s) will promptly distribute the Liquidation Assets to the applicable Members in accordance with Section 4.2. In making such distributions, the liquidator(s) will allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Member; provided that if any securities are part of the Taxable Liquidation Assets, then each Member that is not an “accredited investor” (as such term is defined under the Securities Act) may, in the discretion of the liquidator(s), receive, and agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the liquidator(s) in accordance with Article XIII. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which will be allocated in accordance with Section 4.3 and Section 4.4. If any Member’s Capital Account is not equal to the amount to be distributed to such Member pursuant to Section 12.2(b), then Profits and Losses for the Fiscal Year during in which the liquidation of Company is dissolved and, to the Company occurs (orextent allowable, if laterfor the prior Fiscal Year, by ninety (90) days after will be allocated among the date of Members in such a manner as to cause, to the liquidationextent possible under the Code, each Member’s Capital Account to be equal to the amount to be distributed to such Member pursuant to Section 12.2(b). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyCompany property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and. Notwithstanding the foregoing, in the event of a Sale Transaction (or other similar transaction determined by the Board to be treated in a similar manner), such transaction will be treated as a liquidation under this Section 12.2 for purposes of determining the amounts distributable pursuant to this Section 12.2 and applying Article IV, and any items of gain or loss that would have been realized in connection with such transaction had such transaction involved a disposition of the Company’s asset will be taken into account (as nontaxable gain or loss) in determining Profits and Losses for the Fiscal Year in which such transaction occurs.

Liquidation and Termination. (a) On the dissolution of the Company, the Manager Board of Directors shall act as liquidator or (in its sole discretion) may appoint one or more Persons as liquidatorrepresentatives. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (ci) the liquidators shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, ); (ii) after payment or provision for payment of all of the debtsCompany’s liabilities has been made in accordance with Section 9.2(a)(i), liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their Section 4.1(b), after giving effect to all prior Distributions, and a final allocation of all items of income, gain, loss and expense shall be made in such a manner that, immediately before distribution of such remaining assets, the balance of each Member’s Capital Account shall be equal to the respective Percentage Interests at the end of the Taxable Year during net amounts, positive or negative, that would be distributed to such Member or for which the liquidation of such Member would be liable to the Company occurs as provided herein and in the Delaware Act; and (oriii) any non-cash assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if laterany), which shall be allocated in accordance with Section 4.2. In making such Distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by ninety each such holder. (90b) days after the date of the liquidation). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company and all the Company’s propertyproperty and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, such returning Member it has no claim against any other Member for those funds; and. (c) If the dissolution and liquidation occur after a C Corporation Effective Date, the Board of Directors need not make any adjustments to the Capital Accounts of the Members, except those determined necessary in their sole discretion to give effect to the economic interests of the Members in he Company.

Liquidation and Termination. On dissolution of the Company, the Manager shall act as liquidator or may Cleco Holdings Board will appoint one or more Persons as liquidatorliquidator(s), acting by Board Supermajority Consent. The liquidators shall liquidator will proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerCleco Holdings Board. The steps to be accomplished by the liquidators liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause liquidator will pay from Company funds all of the notice described in the Act to be mailed to each known creditor debts and liabilities of and claimant against the Company (including, all expenses incurred in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, liquidation or otherwise make adequate provision for payment and discharge thereof therefor (including including, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine): first)); and (c) the Company will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Company property, all expenses incurred including to the Member or any of its Affiliates; and (ii) thereafter, Company property will be distributed to the Member in liquidation; and second, all of the debts, liabilities and obligations of the Company;accordance with Section 7.01. (d) all remaining assets All distributions in kind to the Member will be made subject to the liability of the Member for the costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the Member pursuant to this Section 9.02. (e) Nothing contained in this Section 9.02 shall be distributed construed as authorizing the Cleco Holdings Board, or the liquidator, to the Members (i) first to the Class B Unitholdersamend, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders change or modify this Agreement except in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members Section 10.04 or as otherwise may be provided in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; andAgreement.

Liquidation and Termination. On the dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidator or may appoint one or more representatives, Partners or other Persons as liquidatorliquidator(s), and any such liquidator shall constitute a “liquidating trustee” within the meaning of the Delaware Act. The liquidators liquidator(s) shall proceed diligently to wind up the affairs of the Company Partnership and make final Distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company Partnership expense. Until final distributionDistribution, the liquidators liquidator(s) shall continue to operate the Company Partnership’s properties with all of the power and authority of the ManagerGeneral Partner with respect to the asset(s) it is liquidating. The steps to be accomplished by the liquidators liquidator(s) are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bThe liquidator(s) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company fundsthe Partnership’s funds and assets all of the debts, liabilities and obligations of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent contingent, conditional or unmatured contractual liabilities in such amount and for such term as the liquidators liquidator(s) may reasonably determine): firstdetermine in accordance with the Delaware Act). (b) As promptly as practicable after dissolution, all expenses incurred in liquidation; and second, all the liquidator(s) shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the debtsPartnership’s remaining assets (the “Liquidation Assets”) in accordance with Article XIII, liabilities (ii) sell the remaining properties and obligations of the Company; (d) all remaining other assets of the Company Partnership for cash as promptly as is practical while using reasonable best efforts to obtain the best price therefore; provided, however, with the consent of the Investor Representative, the liquidator may retain properties for Distribution in kind, and (iii) deliver to each Partner a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and each Partner’s Capital Account balance (determined in accordance with this Section 12.2(b)), which Liquidation Statement shall be distributed to the Members final and binding on all Partners unless (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus a Partner or Partners holding at least twenty five percent (25%) of all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then Units or (ii) the balance Investor Representative, in each case, delivers a written objection setting forth the grounds for such objection in reasonable detail within thirty (30) days after the delivery of the Liquidation Statement to the Class A Unitholders liquidators and each Partner that such Liquidation Statement was not prepared in accordance with their respective Percentage Interests at this Section 12.2(b), it being understood that no such Partner shall object to such Liquidation Statement other than on the end grounds that it was not prepared in accordance with this Section 12.2(b). Notwithstanding anything to the contrary in this Agreement, in the year in which the Partnership dissolves and winds up pursuant to Article XII and all subsequent years up to and including the year in which the Partnership’s existence terminates, all items of income, gain, loss and deduction of the Taxable Year Partnership, including Simulated Gain, Simulated Loss and Simulated Depletion, shall be allocated among the Partners in a manner reasonably determined by the liquidator(s) as shall cause to the nearest extent possible the Capital Account of each Partner to equal the amount that would be distributed to such Partner pursuant to Section 4.1(d)(i)-(iv). (c) Subject to Sections 5.7(b) and 5.7(c) of the GP LLC Agreement, after satisfying all the Partnership’s liabilities and obligations pursuant to Section 12.2(a), the liquidator(s) shall promptly distribute the Partnership’s Liquidation Assets to the Partners in accordance with, and to the extent of, the positive balances in the Partners’ Capital Accounts, as determined after taking all Capital Account adjustments (other than those made by reason of Distributions pursuant to this Section 12.2(c)) for the taxable period of the Partnership during which the liquidation of the Company Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such Distribution shall be made by the end of such taxable period (or, if later, by within ninety (90) days after the said date of the liquidationsuch occurrence). If property is distributed in kind, the Partner receiving the property shall be deemed for purposes of this Section 12.2(c) to have received cash equal to the Fair Market Value of such property. The distribution Distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution Distribution to the Members Partner of their its interest in the Company Partnership and all the CompanyPartnership’s propertyproperty and constitutes a compromise to which all Partners have consented within the meaning of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, such returning Member it has no claim against any other Member Partner for those funds; and.

Liquidation and Termination. On Upon the dissolution of the Company, the Manager shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidatorliquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until the final distributiondistribution in accordance herewith, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidators shall pay, satisfy or discharge from the Company fundsfunds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first). (b) As promptly as practicable after dissolution, all expenses incurred the liquidators shall (i) determine the fair market value, such determination made in liquidation; good faith and second, all of consistent with methodologies previously used by the debts, liabilities and obligations Manager to determine Fair Market Value (the “Liquidation FMV”) of the Company; (d) all ’s remaining assets of (the Company shall “Liquidation Assets”), (ii) determine the amounts to be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders each Unitholder in accordance with Section 4.1(b), and (iii) deliver to each Unitholder a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b), the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b). Any non-cash Liquidation Assets will first be written up or down to their respective Percentage Interests at Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the end of amount to be distributed to such Unitholder pursuant to this Section 12.2(c). If any Unitholder’s Capital Account is not equal to the Taxable amount to be distributed to such Unitholder pursuant to this Section 12.2(c), Profits and Losses for the Fiscal Year during in which the liquidation of Company is dissolved shall be allocated among the Company occurs (orUnitholders in such a manner as to cause, if laterto the extent possible, by ninety (90) days after each Unitholder’s Capital Account to be equal to the date of the liquidationamount to be distributed to such Unitholder pursuant to this Section 12.2(c). The distribution of cash and/or property to the Members a Unitholder in accordance with the provisions of this Section 14.02 and Section 14.03 below 12.2 constitutes a complete return to the Members Unitholder of their its Capital Contributions and a complete distribution to the Members Unitholder of their its interest in the Company and all the Company’s propertyCompany property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Member Unitholder returns funds to the Company, such returning Member it has no claim against any other Member Unitholder for those funds; and.