Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). 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 with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to the Common Unitholders, pro rata based on the number of Common Units held by each Common Unitholder.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers Managing Member shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 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 Managing Member. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the (a) The liquidators shall pay, satisfy or discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second(b) As promptly as practicable after dissolution, after payment or provision for payment of all the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made remaining assets (the “Liquidation Assets”) in accordance with Article X hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 9.2.14.1, the Company shall distribute and (iii) deliver to each Preferred Unitholder with respect to its Preferred Units the sum of a statement (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation PreferenceStatement”). If there are not enough proceeds to make all payments under this Section 9.2.2) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, payments which Liquidation Statement shall be made pro rata among the Preferred Unitholders based final and binding on all Unitholders. (c) As soon as the Liquidation Preference FMV and the proper amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 10.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the Preferred Unitholders have been made holders of Units in accordance with Section 9.2.24.1(b) above. In making such distributions, the Company liquidators shall distribute 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 P10 member 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 different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an amount “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 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 Section 10.2(b). The distribution of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2.1 and distributions 10.2(b) constitutes a complete return to the Preferred Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all the Company property and constitutes a compromise to which all Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Unitholder returns funds to the Common UnitholdersCompany, pro rata based on the number of Common Units held by each Common Unitholderit has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) On the dissolution commencement of winding up of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actaccordance with applicable Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, (i) the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations liquidation and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) the sum payable to the Managers or otherwise make adequate provision for payment and discharge thereof (including and the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); 9.2.2 Second, (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”10.2(a)(i). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed in accordance with Section 4.1 (taking into account, if applicable, the provisions of Section 4.3), 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 positive balance of the Capital Account of each Member shall, to the Common Unitholdersgreatest extent possible, pro rata based be equal to the net amount that would be distributed to such Member in accordance with Section 4.1 (after satisfaction of any financial obligations of each Member to the Company under any provisions of this Agreement); and (iii) any non-cash assets will first be written up or down to their Fair Market Value, thus creating hypothetical gain or loss (if any), which hypothetical gain or loss shall be allocated to the Member’s Capital Accounts in accordance with the requirements of Regulations Section 1.704-1(b) and other applicable provisions of the Code and this Agreement. If, in the good faith judgment of the liquidators, a Company asset should not be liquidated, the liquidators shall distribute such asset on the number basis of Common its Fair Market Value, subject to the priorities set forth in Section 10.2(a)(i) and Section 10.2(a)(ii). In making such allocations, 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 each Common Unitholdersuch holder.

Liquidation and Termination. (a) On the dissolution commencement of winding up of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actaccordance with applicable Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, (i) the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations liquidation and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) the sum payable to the Managers or otherwise make adequate provision for payment and discharge thereof (including and the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); 9.2.2 Second, (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”11.2(a)(i). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed in accordance with Section 4.1 (taking into account, if applicable, the provisions of Section 4.3), 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 positive balance of the Capital Account of each Member shall, to the Common Unitholdersgreatest extent possible, pro rata be equal to the net amount that would be distributed to such Member in accordance with Section 4.1 (after satisfaction of any financial obligations of each Member to the Company under any provisions of this Agreement); and (iii) any non-cash assets will first be written up or down to their Fair Market Value, thus creating hypothetical gain or loss (if any), which hypothetical gain or loss shall be allocated to the Member’s Capital Accounts in accordance with the requirements of Regulations Section 1.704-1(b) and other applicable provisions of the Code and this Agreement. In making such allocations, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based on upon the number of Common aggregate amounts to be distributed with respect to the Units held by each Common Unitholdersuch holder.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). 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 with all of the power and authority of the Managing MemberBoard 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: 9.2.1 First, (a) the liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”10.2(a). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed in accordance with Section 5.2. For the avoidance of doubt: (i) 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 Common UnitholdersClass E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, pro upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class 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 number aggregate reference amounts of Common Units 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 Common Unitholdersuch 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. (a) On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 with all of the power and authority of the Managing MemberBoard of Managers. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, (i) the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including any Member Loans, any Company Loans and any other loans or advances that may have been made by any of the Members to the Company (other than as Capital Contributions including Company Loans that have been converted to a Capital Contribution pursuant to Section 3.3(b) or 3.3(c)) and all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.110.2(a)(i), the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum a final allocation of (a) any accrued undistributed preferred returnall items of income, determined pursuant to Section 4.1.2 through the date of such distributiongain, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments loss and expense shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Sections 4.3 and 4.4, proceeds from Section 9.2.1 and distributions to 45Z Credit Transfers then held by the Preferred Unitholders have been made Company, if any, shall be distributed in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of 4.9(f) and all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all other remaining assets of the Company shall be distributed in accordance with Section 4.1(b) (subject in each case to the Common UnitholdersCompany’s right pursuant to Section 4.9(e) to retain distributions otherwise payable to a Member for costs and expenses for which such Member is responsible pursuant to Section 4.9(d)); and (iii) any non-cash assets (other than Owned Intellectual Property) which are to be distributed will first be written up or down to their Fair Market Value, pro rata based on the number of Common Units held by each Common Unitholderthus creating Net Income or Net Loss (if any), which shall be allocated in accordance with Sections 4.3 and 4.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). 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 with all of the power and authority of the Managing MemberBoard 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: 9.2.1 First, (a) the liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”10.2(a). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to the Common UnitholdersMembers, pro subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred, the Class F Preferred Membership Interests and the GM Preferred Membership Interests, in accordance with the Members’ Capital Account balances (determined after taking into account all allocations of Tax Book Profit and 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 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 E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class 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 number aggregate reference amounts of Common Units 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 Common Unitholdersuch 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 the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 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 Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First(a) In accordance with Section 18-804 of the Delaware Act, the liquidators shall pay, satisfy or discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second, after payment or provision for payment (b) After satisfaction of all liabilities of the Company in accordance with Section 11.2(a) above, the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made remaining assets (the “Liquidation Assets”) in accordance with Article XI hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 9.2.14.1, the Company shall distribute and (iii) deliver to each Preferred Unitholder with respect to its Preferred Units the sum of a statement (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation PreferenceStatement”). If there are not enough proceeds to make all payments under this Section 9.2.2) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, payments which Liquidation Statement shall be made pro rata among the Preferred Unitholders based final and binding on all Unitholders. (c) As soon as the Liquidation Preference FMV and the proper amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 11.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the Preferred Unitholders have been made holders of Units in accordance with Section 9.2.24.1(b) above. In making such distributions, the Company liquidators shall distribute 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 P10 member 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 different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an amount “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 in which the Company is wound up 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 Section 11.2(b). The distribution of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2.1 and distributions 11.2(b) constitutes a complete return to the Preferred Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all the Company property and, to the fullest extent permitted by law, constitutes a compromise to which all Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Unitholder returns funds to the Common UnitholdersCompany, pro rata based on to the number of Common Units held fullest extent permitted by each Common Unitholderlaw, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. On the Upon dissolution of the CompanyPartnership, unless it is continued as provided above, the Board of Managers General Partner shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s)liquidator; however, if the Partnership is dissolved because of an event occurring with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by the other Partner. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final 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 Managing MemberGeneral Partner hereunder. The steps to be accomplished by the liquidators liquidator are as follows: 9.2.1 First(a) as promptly as possible after dissolution and again after final liquidation, the liquidators liquidator shall paycause a proper accounting to be made by Ernst & Young, satisfy LLC or discharge from Company funds such other firm of certified public accountants as is acceptable to the Preferred Partner of the Partnership's assets, liabilities, and operations through the last day of the calendar month in which the dissolution shall occur or the final liquidation shall be completed, as applicable; (b) the liquidator shall pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) Partnership 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);; and 9.2.2 Second, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (ac) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company Partnership shall be distributed to the Common UnitholdersPartners as follows: (1) the liquidator may sell any or all Partnership 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 9) income, pro rata based on gain, loss, and deduction inherent in such property (that has not been reflected in the number Capital Accounts previously) shall be allocated among the Partners to the extent possible to cause the Capital Account balance of Common Units held by each Common UnitholderPartner to equal the amount distributable to such Partner under Article 8; and (2) after Capital Accounts have been adjusted for all distributions under Article 8 and all allocations of Profits and Losses under Sections 9.3, 9.9 and Section 10.2(c)(1), Partnership property shall be distributed in accordance with Section 8.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions 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 Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the (a) The liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second(b) As promptly as practicable after dissolution, after payment or provision for payment of all the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) determine the amounts to be Distributed to each Unitholder in accordance with Section 9.2.14.1(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 distribute to each Preferred Unitholder with respect to its Preferred Units the sum become part of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to themAssets. 9.2.3 Third, after payment or provision for payment (c) As soon as the Liquidation FMV and the proper amounts of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 12.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the Preferred Unitholders have been made holders of Units in accordance with Section 9.2.24.1(b). Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, the Company thus creating Profit or Loss (if any), which shall distribute to the P10 member an amount 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 thenFiscal 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-remaining unpaid RCP Seller Obligationscash 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). 9.2.4 Fourth, after payment or provision for payment (d) The Distribution of all of the Company’s liabilities has been made cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2.1 and distributions 12.2 constitutes a complete return to the Preferred Unitholder of its Capital Contributions and a complete Distribution to the Unitholder of its interest in the Company and all Company property and constitutes a compromise to which all Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Unitholder returns funds to the Common UnitholdersCompany, pro rata based on the number of Common Units held by each Common Unitholderit has no claim against any other Unitholder for those funds.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall or its designee will act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 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 with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, (a) the liquidators shall will pay, satisfy or discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second(b) as promptly as practicable after dissolution, after payment or provision for payment of all the liquidators will (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made remaining assets (the “Liquidation Assets”) in accordance with Article XIII, (ii) determine the amounts to be distributed to each Member in accordance with Section 9.2.14.2, and (iii) deliver to each Member a statement (the “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 Company shall 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 Preferred Unitholder 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 its Preferred the Units held by each such Member; provided that if any securities are part of the sum 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 (a) if any), which will be allocated in accordance with Section 4.3 and Section 4.4. If any accrued undistributed preferred return, determined Member’s Capital Account is not equal to the amount to be distributed to such Member pursuant to Section 4.1.2 through 12.2(b), then Profits and Losses for the date of Fiscal Year in which the Company is dissolved and, to the extent allowable, for the prior Fiscal Year, will be allocated among the Members in such distributiona manner as to cause, with respect to the extent possible under the Code, each Member’s Capital Account to be equal to the amount to be distributed to such Preferred Units, plus (b) the Issue Price with respect Member pursuant to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”Section 12.2(b). If there are not enough proceeds The distribution of cash or property to make a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all payments the Company 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, it has no claim against any other Member for those funds. 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 9.2.212.2 for purposes of determining the amounts distributable pursuant to this Section 12.2 and applying Article IV, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment and any items of gain or provision for payment of all loss that would have been realized in connection with such transaction had such transaction involved a disposition of the Company’s liabilities has been made asset will be taken into account (as nontaxable gain or loss) in accordance with Section 9.2.1 determining Profits and distributions to Losses for the Preferred Unitholders have been made Fiscal Year in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligationswhich such transaction occurs. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to the Common Unitholders, pro rata based on the number of Common Units held by each Common Unitholder.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers Managing Member shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 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 Managing Member. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the (a) The liquidators shall pay, satisfy or discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second(b) As promptly as practicable after dissolution, after payment or provision for payment of all the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made remaining assets (the “Liquidation Assets”) in accordance with Article X hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 9.2.14.1, the Company shall distribute and (iii) deliver to each Preferred Unitholder with respect to its Preferred Units the sum of a statement (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation PreferenceStatement”). If there are not enough proceeds to make all payments under this Section 9.2.2) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, payments which Liquidation Statement shall be made pro rata among the Preferred Unitholders based final and binding on all Unitholders. (c) As soon as the Liquidation Preference FMV and the proper amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 10.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the Preferred Unitholders have been made holders of Units in accordance with Section 9.2.24.1(b) above. In making such distributions, the Company liquidators shall distribute 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 P10 member 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 different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an amount “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Managing Member, receive, and ▇▇▇▇▇▇ 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 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 Section 10.2(b). The distribution of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2.1 and distributions 10.2(b) constitutes a complete return to the Preferred Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all the Company property and constitutes a compromise to which all Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Unitholder returns funds to the Common UnitholdersCompany, pro rata based on the number of Common Units held by each Common Unitholderit has no claim against any other Unitholder for those funds.

Liquidation and Termination. On the dissolution Dissolution of the Company, a Person shall be designated by the Board of Managers shall Founder to act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 distribution, the liquidators liquidator(s) shall continue to operate the Company properties with all of the power and authority of Shareholders and the Managing MemberFounder; provided, however, that such liquidator(s) may be removed and replaced at any time and for any reason by the Founder. The steps to be accomplished by the liquidators liquidator(s) are as follows: 9.2.1 First, the liquidators 10.2.1 The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second, after payment or provision for payment of all 10.2.2 In the final Accounting Period of the Company’s liabilities has been , Net Profits and Net Losses shall be credited or charged to Capital Accounts of the Shareholders (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the Accounting Period) in accordance with Section 9.2.1, the manner provided in Article 4. If the fair market value (as determined by the Chairman) of Company shall distribute assets to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined be distributed in kind pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus 10.2.3 exceeds (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preferencebook gain”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Thirdor is less than (“book loss”), after payment or provision for payment of all of the Company’s liabilities has been made book basis (as determined for Capital Account purposes) for such assets, such book gain or book loss shall be taken into account in accordance with Section 9.2.1 and distributions the calculation of Net Profit or Net Loss to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligationsbe allocated under Article 4. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all 10.2.3 All remaining assets of the Company shall be distributed to the Common Unitholders, pro rata based on Shareholders in the number manner and priority set forth in Section 4.1.2 of Common Units held by each Common Unitholderthis Agreement.

Liquidation and Termination. On Upon the dissolution of the CompanyNGR Management in accordance with this Agreement, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company NGR Management and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company NGR Management’s expense. Until final distribution, the liquidators shall continue to operate the Company NGR Management’s properties with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the (a) The liquidators shall pay, satisfy or discharge from Company NGR Management’s funds all of the debts, liabilities and obligations of the Company NGR Management (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. 9.2.2 Second(b) As promptly as practicable after dissolution, after payment or provision for payment the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of all of NGR Management’s remaining assets (the Company’s liabilities has been made “Liquidation Assets”) in accordance with ARTICLE XII hereof, (ii) determine the amounts to be distributed to each Member in accordance with Section 9.2.14.1(b), the Company shall distribute and (iii) deliver to each Preferred Unitholder with respect to its Preferred Units the sum of Member a statement (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation PreferenceStatement”). If there are not enough proceeds to make all payments under this Section 9.2.2) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, payments which Liquidation Statement shall be made pro rata among the Preferred Unitholders based final and binding on all Members absent fraud, manifest error or willful misconduct. (c) As soon as the Liquidation Preference FMV and the proper amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 11.2(b) above, the liquidators shall promptly distribute NGR Management’s Liquidation Assets to the Preferred Unitholders have been made holders of Membership Interests in accordance with Section 9.2.24.1(b) above. In making such distributions, the Company liquidators shall distribute allocate each type of Liquidation Assets (i.e., cash or cash equivalents, preferred or common equity securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made Membership Interests held by each such Member in accordance with Section 9.2.1 the immediately preceding sentence; provided that, in the event that any securities are part of the Liquidation Assets, each Member that is not an Accredited Investor may, in the sole discretion of the Board, receive, and distributions hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the Preferred Unitholders and P10 Board. The distribution of cash and/or property to a Member have been made in accordance with the provisions of this Section 9.2.2 11.2(b) constitutes a complete return to the Member of its Capital Contributions and Section 9.2.3, a complete distribution to the Member of its interest in NGR Management and all remaining assets of NGR Management’s property and constitutes a compromise to which all Members have consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Member returns funds to the Common UnitholdersNGR Management, pro rata based on the number of Common Units held by each Common Unitholderit has no claim against any other Member for those funds.

Liquidation and Termination. On the Upon dissolution of the Company, the Board of Managers Manager shall act as liquidator or (in its sole discretion) may appoint in writing one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final 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 with all of the power and authority of the Managing MemberManager. The steps to be accomplished by the liquidators liquidator are as follows: 9.2.1 First(a) As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Member, shall pay, satisfy or discharge from Company funds all cause a proper accounting to be made by the Company’s independent accountants of the debtsCompany’s assets, liabilities and obligations operations through the last day of the Company month in which the dissolution occurs or the final liquidation is completed, as appropriate. (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3b) 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); 9.2.2 Second, after After making payment or provision for payment of all debts and liabilities of the Company’s , including, without limitation, debts and liabilities has been made in accordance with Section 9.2.1to Members, the Company liquidator shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make sell all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 properties and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company 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 Common UnitholdersMembers as provided in this Agreement, pro rata based on and the number Capital Accounts of Common Units held by each Common Unitholderthe Members shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such sales and any other available cash to the Members in accordance with and to the extent of the positive balances in their respective Capital Accounts. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, including, without limitation, Sections 8971 through 8978 thereof, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in his or her Capital Account at any time. (e) The distribution of cash and/or property to the Members in accordance with the provisions of this Section 9.3 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 and all Company property.

Liquidation and Termination. On the Except as otherwise provided herein, upon dissolution of the Company, the Board of Managers Members shall act as liquidator or (in its sole discretion) may appoint in writing one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final 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 with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidators liquidator are as follows: 9.2.1 First(a) As promptly as possible after dissolution and again after final liquidation, the liquidators liquidator, if requested by any Member, shall pay, satisfy or discharge from Company funds all cause a proper accounting to be made by independent accountants of the debtsCompany’s assets, liabilities and obligations operations through the last day of the Company month in which the dissolution occurs or the final liquidation is completed, as appropriate. (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3b) 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); 9.2.2 Second, after After making payment or provision for payment of all debts and liabilities of the Company’s liabilities has been made , the liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor. All gain, loss and amount realized on such sales shall be allocated to the Members as provided in this Agreement, and the capital accounts of the Members shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such sales to the Members in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum positive balances in their respective capital accounts as of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect after giving effect to all contributions, distributions and allocations for all periods including the period during which such Preferred Units, plus liquidation occurs. (bc) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred UnitsExcept as expressly provided herein, the “Liquidation Preference”). If there are not enough proceeds liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on winding up of the Liquidation Preference amounts payable to themaffairs of the Company and the final distribution of its assets. 9.2.3 Third, after payment or provision for payment (d) The distribution of all of cash and/or property to the Company’s liabilities has been made Members in accordance with the provisions of this Section 9.2.1 and distributions 8.3 shall constitute a complete return to the Preferred Unitholders have been made Members of their capital contributions and a complete distribution to the Members of their interest in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligationsand all Company property. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to the Common Unitholders, pro rata based on the number of Common Units held by each Common Unitholder.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members Members, or other Persons as liquidator(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 Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the (a) The liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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);. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION 9.2.2 Second(b) As promptly as practicable after dissolution, after payment or provision for payment of all the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s liabilities has been made 's remaining assets (the “Liquidation Assets”) in accordance with Article XIII hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 9.2.14.1(c), the Company shall distribute and (iii) deliver to each Preferred Unitholder with respect to its Preferred Units the sum of a statement (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation PreferenceStatement”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on ) setting forth the Liquidation Preference FMV and the amounts payable to themand recipients of such Distributions. 9.2.3 Third, after payment or provision for payment (c) As soon as the Liquidation FMV and the proper amounts of all of the Company’s liabilities has Distributions have been made determined in accordance with Section 9.2.1 and distributions 12.2(b), the liquidators shall as soon as reasonably practicable distribute the Company's Liquidation Assets to the Preferred Unitholders have been made holders of Units in accordance with Section 9.2.24.1(c). In making such Distributions, unless otherwise determined by the Board, the Company shall distribute liquidators allocate each type of Liquidation Assets among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the P10 member an amount 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 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 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). The distribution of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2.1 and distributions 12.2 constitutes a complete return to the Preferred Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all Company property and constitutes a compromise to which all Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets consented within the meaning of the Company shall be distributed Delaware Act. To the extent that a Unitholder returns funds to the Common UnitholdersCompany, pro rata based on the number of Common Units held by each Common Unitholderit has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(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 with all of the power and authority of the Managing MemberBoard of Managers. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, (i) the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including any Company Loans or any other loans or advances that may have been made by any of the Members to the Company (other than as Capital Contributions including Company Loans that have been converted to a Capital Contribution pursuant to Section 3.3(b) or 3.3(c)) and all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.110.2(a)(i), the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum a final allocation of (a) any accrued undistributed preferred returnall items of income, determined pursuant to Section 4.1.2 through the date of such distributiongain, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments loss and expense shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 4.2, and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed in accordance with Section 4.1(b); and (iii) any non-cash assets (other than Owned Intellectual Property) 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. 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 Common Unitholders, pro rata based on the number of Common Units held by each Common Unitholdersuch holder. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member 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 Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (c) Subject to Section 10.2(d), on the dissolution of the Company, any Intellectual Property or Technology owned by the Company or any of its Subsidiaries (“Owned Intellectual Property”) will be allocated as follows: (i) Unless otherwise agreed by the Darling Member and the Valero Member in writing, on the dissolution of the Company, any Owned Intellectual Property will be jointly owned by the Darling 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 Darling Member and the Valero Member an undivided, one-half interest in and to all Owned Intellectual Property, free and clear of all liens, such that the Darling Member and the Valero Member will each have an undivided one-half ownership interest in and to the Owned Intellectual Property. On the dissolution of the Company, each of the Darling Member and the Valero Member will be free to fully exploit the Owned Intellectual Property (including to (A) make any modifications, derivative works, enhancements or improvements of or to any Owned Intellectual Property (“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 Owned Intellectual Property and (C) use, practice, reproduce, perform (both internally and publicly), display (both internally and publicly), license and exploit any Owned Intellectual Property, and distribute copies of any copyrightable works and works of authorship included in the Owned Intellectual Property), each to the same extent as the other, without requiring any approval of, or any notification, reporting, accounting or payment to, the other; provided, however, that neither the Darling Member nor the Valero Member (y) may sell, mortgage, encumber or transfer, or grant any exclusive rights in or to, any Owned Intellectual Property, 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 Owned Intellectual Property (and not under the other’s undivided one-half interest in and to any Owned Intellectual Property) or (z) inhibit the other’s right to freely use and exploit any Owned Intellectual Property as co-owner. (ii) As between the parties, subject to the joint ownership of any underlying Owned Intellectual Property, (A) the Darling Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Darling Member (either alone or with any third party) after the dissolution of the Company (“Darling 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 Darling Member will not have any obligation to make any Darling Improvements available to the Valero Member, and the Valero Member will not have any obligation to make any Valero Improvements available to the Darling Member. (iii) If, after the dissolution of the Company, either the Darling Member or the Valero Member believes that any Owned Intellectual Property is patentable, the Darling Member or the Valero Member, as applicable, will notify the other in writing, and the Darling 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 Owned Intellectual Property 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). (d) The parties acknowledge and agree that, upon dissolution of the Company and Diamond Green Diesel LLC, the Valero Parent (or an Affiliate thereof) and the Darling Parent (or an Affiliate thereof) may be entitled to use the rights and assets under or related to any contractual arrangements between the Company and/or Diamond Green Diesel LLC (as the successor of Valero Services, Inc.) and UOP, LLC developed for the benefit of the Company and/or Diamond Green Diesel LLC pursuant to the Letter of Intent and/or this Agreement (the “UOP License”), subject to any required third-party consents; provided, however, that if a party uses the UOP License (the Valero Parent (or an Affiliate thereof) or the Darling Parent (or an Affiliate thereof), as the case may be), such party shall, as a condition to such party’s use of the UOP License, reimburse the other party for 50% of the aggregate costs and expenses incurred in connection therewith.

Liquidation and Termination. On (a) Upon the occurrence of a --------------------------- Liquidating Event, the General Partner shall serve as the liquidator (the "Liquidator"); provided, however, upon the occurrence of a Class A Notice Event described in Section 10.1(a)(iii) or a Liquidating Event described in Section 10.1(a)(vi) or 10.2(g), the Class A Limited Partners shall have the right to appoint the Liquidator. The Liquidator shall effect the winding up, dissolution and liquidation of the Company, Partnership (the Board of Managers shall act as liquidator or (in its sole discretion"Liquidation") may appoint one (1) or more representatives, Members or other Persons as liquidator(s). The liquidators and shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall Liquidation will be borne as a Company Partnership expense. Until the date of final distributiondistribution (the "Liquidation Date"), the liquidators Liquidator shall continue to operate the Company Partnership Properties with all of the power and authority of the Managing MemberGeneral Partner. The Subject to Section 10.4, the steps to be accomplished by the liquidators Liquidator are as follows: 9.2.1 First(i) first, the liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) or otherwise to 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); 9.2.2 Second, after payment or provision for the expenses of Liquidation; (ii) second, to make payment of or provision for all of the Company’s liabilities has been Partnership's obligations to its creditors (including amounts owed to Partners pursuant to a loan made in accordance with Section 9.2.13.6); and (iii) third, to make distributions to the Company shall distribute Partners in accordance with the positive balances in their Capital Accounts, after giving effect to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred returnall contributions, determined pursuant to Section 4.1.2 through the date of such distributiondistributions, with respect to such Preferred Units, plus and allocations for all periods. (b) In the Issue Price with respect event the General Partner's Capital Account reflects a deficit balance, after giving effect to such Preferred Units (such sumall contributions, with respect to each series of Preferred Unitsdistributions and allocations for all periods, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments General Partner shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable unconditionally obligated to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions contribute to the Preferred Unitholders have been made Partnership in accordance with Section 9.2.2, the Company shall distribute to the P10 member satisfaction of such deficit Capital Account an amount equal to the lesser of (a) the General Partner's total deficit balance or (b) the cumulative amount of any and all losses and deductions allocated to the General Partner pursuant to Sections 4.1(c)(xiii)(C) and 4.1(c)(xiv)(C) in the current and all prior Allocation Years. (i) Subject to the provisions of clause (ii) hereof, the Liquidator will (to the extent that cash on hand is not sufficient to satisfy the obligations of creditors) sell Partnership Property in order to satisfy the obligations to creditors pursuant to Section 10.3(a)(i) or (ii). Subject to Section 9.3(c), the Liquidator will distribute Partnership Property in kind (at its Fair Market Value) in order to satisfy the Partners' Capital Account balances pursuant to Section 10.3(a)(iii). Notwithstanding the foregoing, in no event will the Partnership make an in kind distribution of Partnership Property to the Class A Limited Partners other than the BOI Note unless the Partners shall otherwise agree. (ii) Prior to selling or otherwise Disposing of the BOI Note, the Liquidator shall sell all other Partnership Property to satisfy the Partnership's obligations under Sections 10.3(a)(i), (ii) or (iii). (iii) In the event that the proceeds from such sales pursuant to clause (ii) are insufficient to satisfy the Partnership's obligations under Section 10.3(a)(i) or (ii), the Liquidator shall sell participations in the BOI Note in amounts proportional to the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourthoutstanding principal balance thereunder, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member until sufficient funds have been made in accordance with Section 9.2.2 and Section 9.2.3raised to satisfy such remaining obligations. If such remaining obligations may not be satisfied by the sale of such participations, all remaining assets of the Company shall be distributed to Liquidator may sell the Common Unitholders, pro rata based on the number of Common Units held by each Common UnitholderBOI Note.

Liquidation and Termination. On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator(s). 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 with all of the power and authority of the Managing MemberBoard 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: 9.2.1 First, (a) the liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”10.2(a). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to the Common UnitholdersMembers, pro subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred, the Class F Preferred Membership Interests and the GM Preferred Membership Interests, in accordance with the Members’ Capital Account balances (determined after taking into account all allocations of Tax Book Profit and 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 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 E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class 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 number aggregate reference amounts of Common Units 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 Common Unitholdersuch 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. (a) On the dissolution of the Company, the Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members representatives or other Persons Unitholders as liquidator(s)liquidator. The liquidators liquidator shall proceed diligently to wind up the affairs of the Company, sell all or any portion of the Company assets for cash or cash equivalents as they deem appropriate, 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 liquidator shall continue to operate the Company properties with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, the liquidators liquidator shall pay, satisfy satisfy, or discharge from Company funds all of the debts, liabilities liabilities, and obligations of the Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) 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); 9.2.2 Second, after payment or provision for payment ) and shall promptly distribute the remaining assets to the holders of all of the Company’s liabilities has been made Units in accordance with Section 9.2.14.1 (if applicable), as if the Company shall distribute Company's Taxable Year closed immediately prior to each Preferred Unitholder with respect to its Preferred Units the sum of (a) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after payment or provision for payment of all of the Company’s liabilities has been made and then in accordance with Section 9.2.1 and distributions 4.1(b). (b) Any non-cash assets will first be written up or down to the Preferred Unitholders have been made their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 9.2.27.5 and Section 7.6. After taking into account such allocations, the Company shall distribute to the P10 member an amount it is anticipated that each Unitholder's Capital Account will be equal to the amount of the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Company shall be distributed to such Unitholder pursuant to this Section 10.2. (c) If any Unitholder's Capital Account is not equal to the Common Unitholdersamount to be distributed to such Unitholder pursuant to this Section 10.2, pro rata Profits and Losses for the Taxable 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 10.2. In making the distributions pursuant to this Section 10.2, the liquidator shall allocate each type of asset (i.e., cash, cash equivalents, securities, etc.) among the Unitholders ratably based on upon the number of Common aggregate amounts to be distributed with respect to the Units held by each Common such Unitholder. Any such distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such assets as the liquidator deems reasonable and equitable and (y) the terms and conditions of any agreement governing such assets (or the operation thereof or the holders thereof) at such time. (d) The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 10.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all the Company's property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.