Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. (a) Upon dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon dissolution of the CompanyPartnership, the Manager Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed have full authority to wind up the affairs of the Company, liquidate the remaining Assets Partnership and wind-make final distribution as provided herein. The liquidator shall proceed diligently to wind up the business affairs of the CompanyPartnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The Liquidating Manager steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a full proper accounting to be made of the Assets Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities of the Company to be taken Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated and liquidator may determine). To the business to be wound up as promptly as possible by either or both extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the following methods: Partnership for cash; and (iiii) selling after making payment or provision for all debts and liabilities of the Assets and distributing Partnership, the net proceeds therefrom in accordance with Section 9.2(b) Partnership Properties shall be sold or (ii) if the Liquidating Manager shall so determine, distributing the Assets distributed in kind to the Partners. The interests in accordance with Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2(b)9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The proceeds liquidator shall comply with all requirements of liquidation shall be applied in the following order of priority: (i) first, Applicable Law pertaining to the satisfaction of debts and liabilities (including expenses of liquidation) winding up of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations affairs of the Company Partnership and the final distribution of its assets. The distribution to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Act, the balance remaining in such reserve provisions of this Section 9.2 shall be distributed as provided herein) and (ii) second, constitute a complete return to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all Partners of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members their respective Partnership Interest in the manner provided for in this Agreement Partnership and (ii) the Certificate shall have been canceled in the manner required by the Actall Partnership Properties.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Board. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of independent certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidators shall be applied cause the notice described in the following order Delaware Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidators shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (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); and (d) all remaining assets of the Company shall have been be distributed to the Members in the manner provided for in this Agreement and (iiaccordance with Section 4.1(a) the Certificate shall have been canceled in the manner required by the end of the Taxable Year of the Company during which the last day of the plan of liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 12.2 and Section 12.3 constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interests and all of 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. If any Member’s Capital Account is not equal to the amount to be distributed to such Member pursuant to Section 12.2(d), Profits and Losses for the Fiscal Year in which the Company is dissolved shall be allocated among the Members in such a manner as to cause, to the extent possible, each Member’s Capital Account to be equal to the amount to be distributed to such Member pursuant to Section 12.2(d).

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managing Member shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Maryland Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Managing Member. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation to the extent that any exist and only to the extent required by applicable Law, the liquidators shall be applied cause the notice described in the following order Maryland Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or prior to dissolving the reasonable provision for payment thereof), if any, Company in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held manner described and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.required thereunder; (c) The the liquidators shall pay, satisfy or discharge from Company shall terminate when funds, or otherwise make adequate provision for payment and discharge thereof (i) including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, ; and (d) all remaining assets of the Company shall have been be distributed to the Members in accordance with Section 4.01(a) by the manner provided for end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash or property to the Members in accordance with the provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required by Company and all the ActCompany’s property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

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

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Manager. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidators shall be applied cause the notice described in the following order Delaware Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidators shall pay, satisfy or discharge from Company shall terminate when funds, or otherwise make adequate provision for payment and discharge thereof (iincluding the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all expenses incurred in liquidation; second, all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany owed to creditors other than the Members and third, all of the debt, liabilities and obligations of the Company owed to Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (d) all remaining assets of the Company shall have been be distributed to the Members in accordance with Article IV by the manner provided for end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required by 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.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one (1) or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order of priority: (i) first, liquidators shall continue to the satisfaction of debts and liabilities (including expenses of liquidation) of operate the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets power and authority of the CompanyManaging Member. The steps to be accomplished by the liquidators are as follows: 9.2.1 First, after payment the liquidators shall pay, satisfy or discharge from Company funds all of or due provision for all the debts, liabilities and obligations of the CompanyCompany (including all expenses incurred in liquidation, shall 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 Members in Common Unitholders, pro rata based on the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required number of Common Units held by the Acteach Common Unitholder.

Liquidation and Termination. (a) Upon In the event of the dissolution of the CompanyPartnership in accordance with Section 9.1 above, unless the remaining Partners, if any, elect to continue the business of the Partnership as provided by the terms of this Agreement, the Manager shall act as liquidating trustee Liquidator of the Company (in such capacity, the “Liquidating Manager”) and Partnership shall proceed with the winding up of the affairs of the Partnership. Upon the dissolution of the Partnership no further business shall be conducted, except for such action as shall be necessary for the winding up of the affairs of the Partnership and the distribution of its assets to the Partners pursuant to the provisions of this section. The Liquidator may appoint in writing one or more liquidating trustees who shall have full authority to wind up the affairs of the Company, liquidate the remaining Assets Partnership and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up make final distribution as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)provided herein. (b) Upon dissolution of the Partnership, the Liquidator may sell any or all Partnership property at the best price available or it may distribute those properties in kind at their Gross Asset Values. Any Partner or an Affiliate of a Partner may purchase Partnership property upon liquidation following thirty (30) days prior public notice of the proposed sale. The proceeds price paid by a Partner or its Affiliates for any Partnership property shall in no event be less than the greater of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment highest bid received from a third party or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1fair market value of such property as determined by an independent third party appraiser. (c) The Company Liquidator shall terminate when apply and distribute the assets of the Partnership as follows: (i) First, to the payment and discharge of all of the Assets of Partnership's debts and liabilities to creditors, including the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed Existing Loans but excluding other debts to the Members in the manner provided for in this Agreement and Partners; (ii) Second, to the Certificate shall have been canceled payment and discharge of all of the Partnership's other debts and liabilities to the Partners. (iii) Third, after giving effect to all contributions, distributions and allocations for taxable years including the taxable year in which the manner required by liquidation occurs, to the ActPartners in accordance with the positive balances in their respective Capital Accounts; and (iv) The balance, if any, according to the Partners' respective Partnership Percentages.

Liquidation and Termination. (a) Upon On dissolution of the CompanyLLC, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more representatives or Unitholders as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyLLC, liquidate sell all or any portion of the LLC 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 an LLC expense. Until final distribution, the liquidator shall continue to operate the LLC properties with all of the power and authority of the Board. The liquidator shall pay, satisfy, or discharge from LLC funds all of the debts, liabilities, and obligations of the LLC (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine) and shall promptly distribute the remaining Assets and wind-up assets to the business holders of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom Units in accordance with Section 9.2(b) or (ii) 4.1(a), as if the Liquidating Manager LLC’s Taxable Year closed immediately prior to such distribution. Any non-cash assets that are distributed to the Unitholders will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall so determine, distributing the Assets in kind be allocated in accordance with Section 9.2(b)4.2 and Section 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 13.2. In making the distributions pursuant to this Section 13.2, the liquidator shall allocate each type of asset (i.e., cash, cash equivalents, securities, etc. (b) The proceeds of liquidation among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Unitholder. Any such distributions in kind shall be applied in the following order of priority: subject to (ix) first, such conditions relating to the satisfaction disposition and management of debts such assets as the liquidator deems reasonable and liabilities equitable and (including expenses y) the terms and conditions of liquidation) of the Company any agreement governing such assets (whether by payment or the reasonable provision for payment operation thereof or the holders thereof), if any, in the order ) at such time. The distribution of priority provided by the Act (including any reserve the Liquidating Manager determines necessary cash and/or property to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and a Unitholder in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, provisions of this Section 13.2 constitutes a complete return to the Members, Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in accordance with Section 7.1. (c) The Company shall terminate when (i) the LLC and all the LLC’s property and constitutes a compromise to which all Unitholders have consented within the meaning of the Assets of Delaware Act. To the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed extent that a Unitholder returns funds to the Members in the manner provided LLC, it has no claim against any other Unitholder for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actthose funds.

Liquidation and Termination. (a) Upon Subject to Section 3.4, Section 3.5 and Section 7.4, upon dissolution of the Company, the Manager shall act as liquidating trustee a representative of the Company selected by the Board (not including any Member in such capacity, Default at the “Liquidating Manager”time of dissolution) and shall will act as a liquidator or may appoint one or more Members as liquidator ("LIQUIDATOR"). The Liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Act. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets and wind-up Liquidator will continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator will cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator will cause any notices required by Law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: manner described by such Law; (ic) first, subject to the satisfaction terms and conditions of debts this Agreement and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve Section 18-803 thereof), the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations Liquidator will distribute the assets of the Company to third parties to be held and disbursed as directed by in the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.following order: (c) The Company shall terminate when (i) the Liquidator will pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been including all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund or trust for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); provided, however, such payments will not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision; (ii) the Liquidator will pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by Members, as described in Section 4.4; and (iii) all remaining assets of the Company will be distributed to the Members as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution); provided any such sale to a Member is made on an arms' length basis under terms which are in the manner provided for best interest of the Company and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts of the Members (i) first, to the Contributing Members to the extent that an amount equal to the Excess Amounts (as described in this Agreement Section 4.2) with respect to such Contributing Members has not already been allocated to such Contributing Members pursuant to Section 5.1(j), and (ii) thereafter, on a pro rata basis in accordance with each of their respective Sharing Ratio; (B) with respect to all Company property that has not been sold, the Certificate shall have fair market value of that property (as determined by the Liquidator using any method of valuation as it, in good faith, deems reasonable) will be determined and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been canceled reflected in the manner required Capital Accounts previously would be allocated among the Members (including pursuant to Section 12.2(c)(iii)(A) hereof) if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property will be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (C)), and in each case, those distributions will be made by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation); All distributions in kind to the Members will be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities will be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property to 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 Membership Interest and all the Company's property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon the dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacityliquidator or may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany as provided herein, liquidate in the remaining Assets and wind-up Delaware Act (including in a manner that avoids the business imposition of the Companypersonal liability upon any Unitholder, Manager or officer pursuant to such requirements). The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until payment of the following order of priority: (i) first, final liquidating Distribution to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the ActUnitholders, the balance remaining in such reserve liquidators shall be distributed as provided herein) and (ii) second, continue to operate the Members, in accordance Company’s properties with Section 7.1. (c) The Company shall terminate when (i) all of the Assets power and authority of the CompanyManager. The steps to be accomplished by the liquidators are as follows: (a) The liquidators shall pay, after payment satisfy or discharge from the Company funds all of or due provision for all the debts, liabilities and obligations of the CompanyCompany (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine). (b) As promptly as practicable after dissolution, the liquidators shall have been cause the remaining Company assets (the “Liquidation Assets”) to be distributed among the Unitholders in accordance with Section 4.1(b). (c) Prior to distribution of Liquidation Assets, any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account, on a per Unit basis, would be uniform. If any Unitholder’s Capital Account is not so uniform, then gross items of income, gain, deduction and loss for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Adjusted Capital Account Balance to be equal to the amount to be distributed to such Unitholder pursuant to Section 4.1. If the Members in Distribution of any non-cash Liquidation Asset cannot be made to a recipient because the manner provided for in this Agreement and 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 Certificate shall have been canceled recipient to be licensed). (d) The Distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 12.2 constitutes a complete return to the Unitholder of its Capital Contributions and a complete Distribution to the Unitholder of its interest in the manner required by Company and all Company 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.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied 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 Board 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 following order of priority: (i) firstCompany’s liquidation, distributions to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties Members are required to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and made in accordance with Capital Account balances (as determined after making the Act, allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the balance remaining in such reserve shall be distributed liquidators are as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.follows: (ca) The the liquidators shall pay, satisfy or discharge from the Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Company shall have been be distributed to the Members Members, subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred 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 manner provided for in this Agreement and corporation resulting from a Company Conversion); (ii) if, upon the Certificate 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 have been canceled be made equally and ratably in proportion to the manner required respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the Actavoidance 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) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied 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 Board 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 following order of priority: (i) firstCompany’s liquidation, distributions to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties Members are required to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and made in accordance with Capital Account balances (as determined after making the Act, allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the balance remaining in such reserve shall be distributed liquidators are as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.follows: (ca) The the liquidators shall pay, satisfy or discharge from the Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Company shall have been 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 Members Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the manner provided for in this Agreement and corporation resulting from a Company Conversion); (ii) if, upon the Certificate 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 have been canceled be made equally and ratably in proportion to the manner required respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the Actavoidance 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) Upon dissolution of the Company, the Manager Board of Managers or a Person or Persons selected by the Board of Managers shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator who shall proceed have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board of Managers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company, liquidate the remaining Assets and wind-up the business ’s independent accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities and operations through the last day of the Assets and liabilities of month in which the Company to be taken and shall cause dissolution occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)appropriate. (b) The proceeds of liquidation liquidator shall be applied in the following order of priority: (i) first, to the satisfaction of debts sell all properties and liabilities (including expenses of liquidation) assets of the Company (whether by payment or for cash as promptly as is consistent with obtaining the reasonable provision for payment thereof)best price thereon provided, if anyhowever, in that upon the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations consent of the Company Board of Managers, the liquidator may elect not to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration sell all or any portion of such period as the Liquidating Manager may deem advisable properties and assets and instead distribute such properties and assets in accordance with the Actkind, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, subject to the Members, in accordance with remaining provisions of this Section 7.18.2. (c) The Prior to making any distribution to the Members of properties or assets of the Company (including the proceeds from any sale described in Section 8.2(b)), the liquidator shall terminate when (i) pay all of the Assets debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making such payments and except for amounts reserved to make such payments, the liquidator shall then distribute all cash and other property pursuant to Section 4.2(a). (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, after payment of or due provision for the Certificate and all debts, liabilities and obligations qualifications of the Company, Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall have been distributed be canceled and such other activities as may be necessary to terminate the Members in Company shall be taken by the manner provided for liquidator. (e) Notwithstanding any provision in this Agreement and (ii) to the Certificate contrary, no Member shall have been canceled be obligated to restore a deficit balance in the manner required by the Actits Capital Account at any time.

Liquidation and Termination. (a) Upon dissolution On the commencement of winding up of the Company, the Manager Board shall act appoint one or more representatives, Members or other Persons as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate the remaining Assets Company and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets make final distributions as provided herein and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) applicable Law. The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order liquidators shall continue to operate the Company with all of priority: the power and authority of the Board. The steps to be accomplished by the liquidators are as follows: (i) firstthe liquidators shall pay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed Company (including all expenses incurred in liquidation and the sum payable to the Members Managers or otherwise make adequate provision for payment and discharge thereof and the establishment of a cash fund for contingent liabilities in such amount and for such term as the manner provided for in this Agreement and liquidators may reasonably determine); (ii) after payment or provision for payment of all of the Certificate Company’s liabilities has been made in accordance with Section 10.2(a)(i), all remaining assets of the Company shall have been canceled 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 greatest extent possible, 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 manner required good faith judgment of the liquidators, a Company asset should not be liquidated, the liquidators shall distribute such asset on the basis of 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 the Acteach such holder.

Liquidation and Termination. (a) Upon dissolution of the Company, unless it is continued as provided above, the Manager Managing Member shall act as liquidator or may appoint one or more other Persons as liquidating trustee; however, if the Company is dissolved because of an event occurring with respect to the Managing Member or if there is no Managing Member at the time of dissolution, the liquidating trustee of shall be one or more Persons selected in writing by the Company (in such capacity, the “Liquidating Manager”) and other Members. The liquidating trustee shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation shall be a Company expense. The liquidating trustee may sell any or all Company property. Until final distribution, liquidate the remaining Assets liquidating trustee shall continue to operate the Company properties with all of the power and wind-up authority of the business Administrative Member hereunder. The steps to be accomplished by the liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause a proper accounting to be made by a firm of certified public accountants acceptable to the Members of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution shall occur or the final liquidation shall be completed, as applicable; (b) the liquidating trustee shall satisfy (whether by payment or reasonable provision for payment) all of the debts and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities otherwise make adequate provision therefor (including expenses the establishment of liquidation) of the Company (whether by payment or the reasonable provision a cash escrow fund for payment thereof), if any, contingent liabilities in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide such amount and for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period term as the Liquidating Manager liquidating trustee may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.reasonably determine); and (c) The all remaining assets of the Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been be distributed to the Members in accordance with their positive Capital Account balances. In carrying out the manner provided provisions of this Article 10, the Managing Member shall comply (x) with the requirement of Regulations Section 1.704-1(b)(2)(ii)(b)(2) or (y) with any other then existing and applicable requirement for in this Agreement “substantial economic effect” within the meaning of Section 704(b) of the Code and (ii) the Certificate shall have been canceled in the manner required by the Actrelated Regulations.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager liquidator shall act as liquidating trustee of be a Person selected by the Company (in such capacity, the “Liquidating Manager”) and Board. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany at the direction of the Board and make final distributions as provided in this Agreement and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, liquidate the remaining Assets and wind-up the business liquidator shall cause a proper accounting to be made of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets and liabilities of calendar month in which the Company to be taken and shall cause dissolution occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)applicable. (b) The proceeds Upon approval of liquidation the winding up and dissolution of the Company, the liquidator shall be applied in pay, satisfy or discharge from Company funds all of the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) debts owing to any Member), liabilities and obligations of the Company (whether by payment including all expenses incurred in liquidation) or the reasonable otherwise make adequate provision for payment thereof), if any, in the order of priority provided by the Act and discharge thereof (including any reserve the Liquidating Manager determines necessary to provide establishment of a cash escrow fund for any contingent, conditional or unmatured contingent liabilities or obligations of the Company to third parties to be held in such amount and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of for such period term as the Liquidating Manager liquidator may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1reasonably determine). (c) The liquidator shall cause any notices required by Applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by Applicable Law. (d) All remaining assets shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been be distributed to the Members in accordance with the manner provided positive balance (if any) of such Member’s Capital Account, after giving effect to all adjustments thereto, including pursuant to Section (B)(a)(iii) of Exhibit A. (e) All distributions in kind to the Members shall be valued for purposes of determining each Member’s interest therein at its Fair Market Value (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Code Section 752) at the time of such distribution. Further, each Oil and Gas Interest distributed in kind shall be distributed so that, to the extent reasonably practicable, each Member receives the same undivided interest in each Oil and Gas Interest, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Agreement and Section 10.2. (iif) Any distribution to the Certificate Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 days after the date of such liquidation. For purposes of the preceding sentence, the term “liquidation” shall have been canceled the same meaning as set forth in Treasury Regulations Section 1.704-1(b)(2)(ii). The distribution of cash and/or property to a Member in accordance with the manner required by provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (g) If a sale of the Company is structured as a sale of Membership Interests (whether a direct sale, a merger, an exchange of interests, or other similar transaction), the amount of the aggregate purchase price to be allocated among the Members participating therein shall be determined in a manner consistent with the amounts that would have been distributed to such Members participating therein in accordance with Section 5.2.

Liquidation and Termination. (a) Upon dissolution of the Company, the Manager shall act as liquidating trustee of If the Company (in such capacityis dissolved and not reconstituted, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. Company shall be wound-up and the Company terminated as promptly as practicable thereafter, and each of the following shall be accomplished: (a) The Liquidating Manager Member shall cause a full accounting of to be prepared (i) statements setting forth the Assets assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling date of dissolution and as of the Assets date of complete liquidation, a copy of such statements shall be furnished to all of the Members and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if a report in reasonable detail of the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)manner or disposition of assets. (b) The property and assets of the Company shall be liquidated by the Liquidating Member as promptly as possible, but in an orderly, businesslike and commercially reasonable manner and subject to the provisions of the Annual Budget then in effect or a liquidity plan Approved by Members. The Liquidating Member may, in the exercise of its business judgment and if commercially reasonable, determine to defer the sale of all or any portion of the property and assets of the Company if deemed necessary or appropriate to realize the fair market value of any such property or assets; provided, however, that such liquidation shall comply in all events with the timing requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (c) The proceeds of liquidation sale and all other assets of the Company shall be applied and distributed by the Liquidating Member as follows and in the following order of priority: : (i) firstFirst, to the satisfaction payment of (A) the debts and liabilities (including expenses of liquidation) of the Company (whether by payment including any outstanding amounts due on any recourse Financing encumbering the Company Assets (or the reasonable provision for payment any part thereof)) and (B) the expenses of liquidation; then (ii) Second, if anysubject to Approval by Investor, in to the order establishment of priority provided by the Act (including any reserve Reserves that the Liquidating Manager determines Member shall determine in its commercially reasonable judgment to be reasonably necessary to provide for any contingent, conditional unliquidated or unmatured unforeseen liabilities or obligations of the Company or the Members arising out of or in connection with the Company. Such Reserves may, in the commercially reasonable discretion of the Liquidating Member, be paid over to third parties a national bank or national trust company selected by the Members and authorized to conduct business as an escrowee to be held by such bank or trust company as escrowee for the purposes of disbursing such Reserves to satisfy the liabilities and disbursed as directed by the Liquidating Managerobligations described above, by an escrow agent selected by the Liquidating Manager and at the expiration of such period distributing any remaining balance as provided hereinafter in this Section 11.2(c); provided, however, that, to the Liquidating Manager may deem advisable extent that it shall have been necessary, by reason of applicable law or regulation, to create any Reserves prior to any and in accordance with the Actall distributions which would otherwise have been made under Section 11.2(c)(i) and, the by reason thereof, a distribution under Section 11.2(c)(i) has not been made, then any balance remaining in such reserve shall first be distributed as provided hereinpursuant to Section 11.2(c)(i); then (iii) Third, to the repayment of any liabilities or debts of the Company to any of the Members pro rata to the respective outstanding balances of such liabilities; and then (iiiv) secondFourth, to the Members, in accordance with Section 7.15.3. (cd) The Company Liquidating Member shall terminate when (i) all cause the filing of the Assets Certificate of Cancellation pursuant to Section 18-203 of the Company, after payment of or due provision for Delaware Act and shall take all debts, liabilities and obligations of such other actions as may be necessary to terminate the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon dissolution of the Company, unless it is continued as provided above, the Manager shall act as liquidating trustee of liquidator or may appoint one or more other Persons as liquidator; however, if the Company (in such capacityis dissolved because of an event occurring with respect to the Manager, the “Liquidating Manager”) and liquidator shall be one or more Persons selected in writing by the other Member. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Manager hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Auditor of the Company. The Liquidating Manager shall cause a full accounting 's assets, liabilities, and operations through the last day of the Assets 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 and liabilities of the Company to be taken and shall cause (other than the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof)Default Loans, if any, in the order of priority provided by the Act ) or otherwise make adequate provision therefor (including any reserve the Liquidating Manager determines necessary to provide establishment of a cash escrow fund for any contingent, conditional or unmatured contingent liabilities or obligations of the Company to third parties to be held in such amount and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of for such period term as the Liquidating Manager liquidator may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.reasonably determine); and (c) The all remaining assets of the Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been be distributed to the Members as provided in Section 8.2 hereof. In connection with such liquidation or termination, the liquidator may sell any or all Company property and the sum of (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, gain, loss, and deduction inherent in such property (that has not been reflected in the manner provided for in this Agreement and (iiCapital Accounts previously) shall be allocated among the Certificate shall have been canceled in Members to the manner required by extent possible to cause the ActCapital Account balance of each Member to equal the amount distributable to such Member under Section 10.2(c) hereof.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyDelaware Act. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order liquidators shall continue to operate the Company with all of priority: the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (i) firstthe liquidators shall pay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including (w) any obligations of the Company under the Subgrant Agreement, (x) any Company Loans or other loans or advances that may have been made by any of the Members to the Company, (y) any obligations that may be or become due and payable to the providers of any Grant Amount by the Company on account of the winding down of Company operations, sale of Company assets or liquidation, whether pursuant to Applicable Law, the agreements governing the Grant Amounts or any negotiated settlement with the providers of any Grant Amount, and (z) all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2(a)(i), a final allocation of all items of income, gain, loss and expense shall have been be made in accordance with Section 4.2 and Section 4.3, and all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.1(b)(ii); provided, however, that if such liquidation occurs prior to Start-up of the manner provided Phase I Project, liquidating Distributions shall be made based upon the Pre-Start-up Liquidation Ratio; and (iii) any non-cash assets will first be written up or down to their Fair Market Value, thus creating Net Income or Net Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. In making such distributions, the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interest held by each such holder, subject to Section 5.6. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 9.2 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) On the dissolution of the Company, any Field-Related IP (as defined in this Agreement the Technology License Agreement) and other Intellectual Property Rights (as defined in the Technology License Agreement) owned by the Company at the time of such dissolution (collectively, “Company IP”) will be allocated as follows: (i) Unless otherwise agreed by the Frontier Member and the Valero Member in writing, on the dissolution of the Company, any Company IP will be jointly owned by the Frontier Member and the Valero Member. The Company agrees, and agrees to cause its Subsidiaries, to assign, effective as of the dissolution of the Company, to each of the Frontier Member and the Valero Member an undivided, one-half interest in and to all Company IP, free and clear of all liens, such that the Frontier Member and the Valero Member will each have an undivided one-half ownership interest in and to the Company IP. On the dissolution of the Company, each of the Frontier Member and the Valero Member will be free to fully exploit the Company IP (including to (A) make any modifications, derivative works, enhancements or improvements of or to any Company IP (“Improvements”), (B) develop, make, have made, use, offer to sell, sell, import, export, distribute and otherwise dispose of and exploit any products or services incorporating, based on or derived from, in whole or in part, any Company IP and (C) use, practice, reproduce, perform (both internally and publicly), display (both internally and publicly), license and exploit any Company IP, and distribute copies of any copyrightable works and works of authorship included in the Company IP), each to the same extent as the other, without requiring any approval of, or any notification, reporting, accounting or payment to, the other; provided, however, that neither the Frontier Member nor the Valero Member (y) may sell, mortgage, encumber or transfer, or grant any exclusive rights in or to, any Company IP, except for a sale, mortgage, encumbrance or transfer solely of, or grant of exclusive rights solely under, its undivided one-half interest in and to any Company IP (and not under the other’s undivided one-half interest in and to any Company IP) or (z) inhibit the other’s right to freely use and exploit any Company IP as co-owner. The foregoing assignments of Company’s right, title and interest in the Company IP, and the Frontier Member’s and Valero Member’s rights therein, will be subject to any and all licenses and rights granted by Company prior to such dissolution. (ii) As between the Certificate shall parties, subject to the joint ownership of any underlying Company IP, (A) the Frontier Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. contractors of the Frontier Member (either alone or with any third party) after the dissolution of the Company (“Frontier Improvements”) and (B) the Valero Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Valero Member (either alone or with any third party) after the dissolution of the Company (“Valero Improvements”). The Frontier Member will not have been canceled any obligation to make any Frontier Improvements available to the Valero Member, and the Valero Member will not have any obligation to make any Valero Improvements available to the Frontier Member. (iii) If, after the dissolution of the Company, either the Frontier Member or the Valero Member believes that any Company IP is patentable, the Frontier Member or the Valero Member, as applicable, will notify the other in writing, and the manner required by Frontier Member and the ActValero Member will thereafter meet or correspond in good faith as necessary to discuss and agree upon all matters regarding the filing and prosecution of any patent applications in or to such Company IP and the subsequent maintenance, enforcement and defense of any patents issuing thereon (including the party responsible for such prosecution, maintenance, enforcement and defense, the jurisdictions in which any such applications will be filed, the sharing of costs and expenses in connection therewith and the allocation of any recovery in connection with any such enforcement).

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied 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 Board 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 following order of priority: (i) firstCompany’s liquidation, distributions to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties Members are required to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and made in accordance with Capital Account balances (as determined after making the Act, allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the balance remaining in such reserve shall be distributed liquidators are as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.follows: (ca) The the liquidators shall pay, satisfy or discharge from the Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Company shall have been be distributed to the Members Members, 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 manner provided for in this Agreement and corporation resulting from a Company Conversion); (ii) if, upon the Certificate 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 have been canceled be made equally and ratably in proportion to the manner required respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the Actavoidance 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) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided in this Agreement within the time required by Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) (or any successor thereto) if applicable. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Manager. The steps to be accomplished by the liquidator are as follows: (a) As promptly as practicable after dissolution, and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; *** Confidential treatment requested (b) The liquidator shall pay from Company funds all of the debts and liabilities of the Company to be taken (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); (c) The liquidator shall cause the Assets to be liquidated sell all Company Property; and (d) All liquidation proceeds and the business to be wound up as promptly as possible by either or both any other remaining assets of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation Company shall be applied in distributed to the following order of priorityMembers and Economic Interest Holders as follows: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration 100% of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve proceeds shall be distributed paid to HXBM until such time as provided hereinHXBM has received total cumulative distributions (comprising both ordinary and liquidating distributions, but excluding any Tax Distributions) that equal the aggregate of HXBM’s initial and any additional Capital Contributions; (ii) second, to the Membersextent of the positive balance of each Member’s or Economic Interest Holder’s Capital Account, as determined after taking into account all Capital Account adjustments, including, but not limited to, adjustments in connection with the liquidation, until each such Capital Account is reduced to zero, and then (iii) the remainder, if any, in accordance with Section 7.1the Percentage Interest of each Member or Economic Interest Holder, as applicable. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyDelaware Act. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order liquidators shall continue to operate the Company with all of priority: the power and authority of the Board of Managers. The steps to be accomplished by the liquidators are as follows: (i) firstthe liquidators shall pay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including any Member Loans, shall any Company Loans and any other loans or advances that may have been distributed made by any of the Members to the Members 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) or otherwise make adequate provision for payment and discharge thereof (including the manner provided establishment of a cash fund for contingent liabilities in this Agreement such amount and for such term as the liquidators may reasonably determine); (ii) after payment or provision for payment of all of the Certificate Company’s liabilities has been made in accordance with Section 10.2(a)(i), a final allocation of all items of income, gain, loss and expense shall have been canceled be made in the manner required accordance with Sections 4.3 and 4.4, proceeds from Section 45Z Credit Transfers then held by the ActCompany, if any, shall be distributed in accordance with Section 4.9(f) and all other remaining assets of the Company shall be distributed in accordance with Section 4.1(b) (subject in each case to the Company’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, thus creating Net Income or Net Loss (if any), which shall be allocated in accordance with Sections 4.3 and 4.

Liquidation and Termination. (a) Upon On dissolution of the CompanyPartnership, the Manager Board of Supervisors shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more other Persons as liquidator(s). The liquidator shall proceed diligently to wind up the affairs of the CompanyPartnership and make final distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Partnership properties with all of the Companypower and authority of the Board of Supervisors. The Liquidating Manager steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a full proper accounting to be made by a recognized firm of certified public accountants of the Assets Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company to be taken Partnership (including, without limitation, all expenses incurred in liquidation and shall cause any advances described in Section 4.3) or otherwise make adequate provision therefor (including, without limitation, the Assets to be liquidated establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the business to be wound up as promptly as possible by either or both liquidator may reasonably determine); and (c) all remaining assets of the following methods: Partnership shall be distributed to the Partners as follows: (i) selling the Assets liquidator may sell any or all Partnership property, including to Partners, and distributing any resulting gain or loss from each sale shall be computed and allocated to the net proceeds therefrom Capital Accounts; (ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) All remaining assets shall be distributed to the Partners in accordance with Section 9.2(b) or (ii) if 5.3. If such distributions do not correspond to the Liquidating Manager shall so determinepositive capital account balances of the Partners immediately prior to such distributions, distributing then income, gain, loss and deduction for the Assets fiscal year in kind in accordance with Section 9.2(b). (b) The proceeds of which the liquidation occurs shall be applied in reallocated among the following order of priority: (i) firstPartners to cause, to the satisfaction extent possible, the Partners’ positive capital account balances immediately prior to such distribution to correspond to such amounts, and in the event the income, gain, loss and deduction for the fiscal year in which the liquidation occurs is not sufficient to achieve this result then the income, gain, loss and deduction for prior fiscal years shall be reallocated to achieve such result and the income tax returns of debts the Partnership which may be amended for this purpose shall be amended and filed as appropriate. All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities (including expenses theretofore incurred or for which the Partnership has committed prior to the date of liquidation) termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 11.3. The distribution of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary cash and/or property to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and a Partner in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, provisions of this Section 11.3 constitutes a complete return to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all Partner of the Assets of the Company, after payment of or due provision for all debts, liabilities its Capital Contributions and obligations of the Company, shall have been distributed a complete distribution to the Members in Partner of its Partnership Interest and all the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActPartnership’s property.

Liquidation and Termination. (a) Upon On dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and Liquidator or may appoint one or more other Persons as Liquidator. The Liquidator shall proceed diligently to wind up the affairs of the Company, liquidate Partnership and make final distributions as provided herein and in the remaining Assets and wind-up Act by the business end of the Companytaxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The Liquidating Manager costs of liquidation shall cause be borne as a full accounting Partnership expense. Until final distribution, the Liquidator shall continue to operate the Partnership properties with all of the Assets power and liabilities authority of the Company Partners and the General Partner. The steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (i) as promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by either or both an accounting firm of the following methods: (i) selling Partnership's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or the final liquidation shall be completed, as applicable; (ii) if the Liquidating Manager Liquidator shall so determinehave full power and authority to sell, distributing assign and encumber any or all of the Assets Partnership's assets and to wind up and liquidate the affairs of the Partnership in kind in accordance with Section 9.2(b).an orderly and business-like manner; and (biii) The all proceeds of from liquidation shall be applied distributed in the following order of priority: : (iA) first, to the satisfaction of the debts and liabilities of the Partnership both to Partners, to the extent otherwise permitted by law, and to persons other than Partners (including but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation) of the Company liquidation (whether by payment or the making of reasonable provision for payment thereof), if any, in including the order setting up of priority provided by such reserves as the Act (including any reserve the Liquidating Manager determines Liquidator may reasonably deem necessary to provide for any contingent, conditional or unmatured liabilities or obligations liability of the Company Partnership); (B) second, pro rata to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Actpositive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)), provided that the balance remaining in such reserve terms of any Preferred Interests shall be taken into account in determining whether proceeds are distributed as provided hereinfirst to the holders of Preferred Interests prior to holders of other Partnership Interests; and (C) and (ii) secondlast, to the Members, Partners in accordance with Section 7.1their respective Percentage Interests. (cb) The Company shall terminate when (i) Notwithstanding the provisions of this Section 12.2 which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth above, if upon or following dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its reasonable discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed Partnership (other than those to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActPartners as creditors).

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Manager. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidators shall be applied cause the notice described in the following order Delaware Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company in the manner described thereunder; (whether by payment c) the liquidators shall pay, satisfy or the reasonable discharge from Company funds, or otherwise make adequate provision for payment thereof), if any, in the order of priority provided by the Act and discharge thereof (including any reserve the Liquidating Manager determines necessary to provide establishment of a cash fund for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held in such amount and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of for such period term as the Liquidating Manager liquidators may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (ireasonably determine) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, Company (including all expenses incurred in liquidation); and (d) all remaining assets of the Company shall have been be distributed to the Members in accordance with Article IV by the manner provided for end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required by 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.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Directors shall appoint a Person or Persons to act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”liquidator(s). The liquidator(s) and shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator(s) shall continue to operate the business Company properties with all of the Companypower and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator(s) are as follows: (i) as promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by either or both one of the following methods: five largest accounting firms in the United States (ior such other independent accounting firm approved by the Board) selling of the Assets Company’s assets, liabilities and distributing operations through the net proceeds therefrom last day of the calendar month in accordance with Section 9.2(b) which the dissolution occurs or the final liquidation is completed, as applicable; (ii) if the Liquidating Manager liquidator(s) shall so determine, distributing cause the Assets notice described in kind the Act to be mailed to each known creditor of and claimant against the Company in accordance with Section 9.2(b).the manner described thereunder; (biii) The proceeds of liquidation the liquidator(s) shall be applied in the following order of priority: (i) firstpay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine); and (iv) all remaining assets of the Company shall have been be sold and the cash proceeds therefrom shall be distributed to the Members as follows: (A) First, to the Class A-1 Unit Holders based on their respective Class A-1 Units until the aggregate amount distributed pursuant to this Section 13.2(a)(iv)(A) equals the Class A-1 Unit Liquidation Preference; (B) Next, to the Class A Unit Holders based on their respective Class A Units an amount equal to the aggregate of the FMC Liquidation Preference, the Inc. Liquidation Preference and the Newco LLC Liquidation Preference until FMC has received the FMC Liquidation Preference, Inc. has received the Inc. Liquidation Preference and Newco LLC has received the Newco LLC Liquidation Preference pursuant to this Section 13.2(a)(iv)(B), provided that in the manner provided event the amount available for distribution hereunder is less than such aggregate amount, pro rata among the Class A Unit Holders based on their respective Class A Units; and (C) The remainder, pro rata among Class A-1 Unit Holders and Class A Unit Holders , based on their respective Units held. (b) All Distributions to the Members under this Section 13.2 shall be made, as determined by the Board, in cash and/or Securities, and such Distribution of cash and/or Securities to a Member in accordance with the provisions of this Agreement Section 13.2 shall constitute a complete return to the Member of its Capital Contributions and (ii) a complete Distribution to the Certificate shall have been canceled Member of the Member’s interest in the manner required by Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon Subject to Section 9.2(d), upon dissolution of the Company, the Manager Cobra Member (unless another Person is selected by the Board of Directors) shall act as liquidating trustee of the Company a liquidator (in such capacity, the “Liquidating ManagerLiquidator”) and ). The Liquidator 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 Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the Assets with all of the power and authority of the Members. The steps to be accomplished by the Liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities, and operations through the last Day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the Liquidator shall cause any notices required by Law to be given to each known creditor of and claimant against the Company in the manner described by such Law; (c) upon dissolution of the Company, liquidate the remaining Liquidator shall either sell the Assets and wind-up at the business best price available, or the Liquidator may distribute to the Members all or any portion of the Assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell any or all Company property, including to one or more of the Members; provided, however, that any such sale to a Member must be made on an arm’s length basis under terms which are in the best interest of the Company. The Liquidating Manager If any Assets are sold or otherwise liquidated for value, the Liquidator shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up proceed as promptly as possible by either or both practicable in a commercially reasonable manner to implement the procedures of this Section 9.2(c); and (d) subject to the terms and conditions of this Agreement and the Act (especially Section 18-803), the Liquidator shall distribute the Assets in the following methods: order: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) Liquidator shall pay, satisfy, or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities liabilities, and obligations of the Company, including all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); provided, however, that such payments shall have been not include any Capital Contributions described in Article 4 or any other obligations in favor of the Members created by this Agreement; and (ii) all remaining Assets shall be distributed to the Members in accordance with Section 5.5. (e) The distribution to a Member in accordance with the manner provided for in provisions of this Agreement Section 9.2 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled in Member of its share of all the manner required by the ActCompany’s property.

Liquidation and Termination. (a) X.2.1 Upon the dissolution of the Company as provided in Section X.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Members shall act as liquidators or may appoint one or more other Persons to act as liquidator. The liquidator shall oversee the winding up and liquidation of the Company, the Manager shall act as liquidating trustee take full account of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company and assets, either cause the Company's assets to be taken and sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Members, distributed to the Liquidation Member) and, if sold, shall cause the Assets proceeds therefrom, to the extent sufficient therefor, to be liquidated applied and distributed as provided in paragraph (c) below. Until final distribution, the liquidator shall manage the Company's business and other property and assets with all of the power and authority of the Members. The steps to be wound up accomplished by the liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or (ii) if the Liquidating Manager final liquidation shall so determinebe completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds during the period commencing on the first day of liquidation shall be applied in dissolution pursuant to Section X.1 hereof and ending on the following order date on which all of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed to the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Members in accordance with the Actthis Section X.2, the balance remaining Members shall continue to share Income, Loss, and other items of Company income, gain, loss or deduction in such reserve the manner provided in Article V, provided that no distributions shall be distributed as provided herein) and (ii) second, made pursuant to the Members, in accordance with Section 7.1.V.4; (c) The the liquidator shall pay or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in amount and for terms as the liquidator may reasonably determine); (d) all remaining assets of the Company shall have been be distributed to the Members in accordance with the manner provided for in this Agreement and positive balances of their Capital Accounts; and (iie) the Certificate liquidator may sell any or all Company property, including to the Members for fair market value. X.2.2 Any distributions in kind to the Members shall have been canceled in be made subject to the manner required by liability of distributee for costs, expenses, and liabilities theretofore incurred or for which the ActCompany has committed prior to the date of termination.

Liquidation and Termination. (a) Upon dissolution As expeditiously as possible but in no event later than one (1) year after the occurrence of an event of dissolution, the liquidating trustees shall pay liabilities and establish a reserve and make distributions as provided for in Article V. Except as agreed by all of the CompanyPartners, no Limited Partner shall have the Manager shall act right to demand or receive property other than cash upon liquidation, and the liquidating trustees shall, in any event, have power to sell Partnership assets for cash as liquidating trustee necessary to provide for payment of liabilities and establishment of a reserve as aforesaid. All saleable assets of the Company (Partnership may be sold in connection with any liquidation at public or private sale, at such capacityprice and upon such terms as the liquidating trustees in their sole and absolute discretion may deem advisable. Except as otherwise provided in Section 5.1, distributions of Partnership assets may be made in cash or in kind, in the “Liquidating Manager”) sole and shall proceed to wind up the affairs absolute discretion of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)liquidating trustees. (b) The proceeds In connection with the sale by the Partnership and reduction to cash of liquidation shall be applied in its assets, although the following order of priority: (i) first, Partnership has no obligation to offer to sell any property to the satisfaction Partners, any Partner or any partnership, corporation or other entity in which any Partner is in any way interested may bid on and purchase the assets; and provided, further, that if the General Partners or other duly authorized liquidating trustee shall determine that an immediate sale of debts and liabilities (including expenses of liquidation) part or all of the Company Partnership assets would cause undue loss to the Partners, the liquidating trustee may either defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines except those necessary to provide for any contingent, conditional satisfy the Partnership’s current obligations) or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, distribute assets to the Members, Partners in accordance with Section 7.1kind. (c) The Company In connection with the termination of the Partnership, the Partnership shall terminate when (i) furnish to each Partner a statement setting forth the assets and liabilities of the Partnership as of the date of complete liquidation. After distribution of all of the Assets assets of the CompanyPartnership, after payment the Limited Partners shall cease to be such, and the General Partners shall cause to be executed, acknowledged and filed all documents necessary to cancel the Partnership’s Certificate of Limited Partnership and terminate the Partnership. (d) Nothing in this Article IX will affect, alter, or due provision for all debts, liabilities and modify the obligations of the Company, shall have been distributed to the Members in the manner provided for in General Partners under Article XIII of this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActAgreement.

Liquidation and Termination. (a) Upon dissolution of the Company, unless it is continued as provided above, the Manager Managers shall act as liquidating trustee of liquidator or may appoint one or more other Persons as liquidator; however, if the Company (in such capacityis dissolved because of an event occurring with respect to the Managers or if a Developer Member Event of Default has occurred, the “Liquidating Manager”) and liquidator shall be one or more Persons selected in writing by the other Member. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Managers hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a firm of certified public accountants acceptable to the Preferred Member of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets 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 and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities otherwise make adequate provision therefor (including expenses the establishment of liquidation) of the Company (whether by payment or the reasonable provision a cash escrow fund for payment thereof), if any, contingent liabilities in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide such amount and for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period term as the Liquidating Manager liquidator may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.reasonably determine); and (c) The all remaining assets of the Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been be distributed to the Members as follows: (1) the liquidator may sell any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such property that has not been sold shall be determined and (notwithstanding the provisions of Article 16) income, gain, loss, and deduction inherent in such property (that has not been reflected in the manner Capital Accounts previously) shall be allocated among the Members to the extent possible to cause the Capital Account balance of each Member to equal the amount distributable to such Member under Section 17.2(c)(2); and (2) Company property shall be distributed to the Members as provided for in this Agreement and Section 8.2 (ii) which is anticipated to reduce the Certificate shall have been canceled in Adjusted Capital Account balances of the manner required by the ActMembers to zero).

Liquidation and Termination. (a) Upon On dissolution of the CompanyCompany pursuant to Section 9.1 hereof, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business appoint one or more liquidators of the Company. The Liquidating Manager liquidators shall cause a full accounting forthwith commence the winding up of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated Company's business and the business to be wound up as promptly as possible by either or both liquidation of the following methods: (i) selling the Assets and distributing the net proceeds therefrom its property in accordance with Section 9.2(bapplicable law and the following provisions: (a) or (ii) if Each Member shall pay to the Liquidating Manager shall so determine, distributing Company all amounts owed by such Member to the Assets in kind in accordance with Section 9.2(b)Company. (b) The proceeds of liquidation Company Assets, including any monies received pursuant to this Section 9.2, shall be applied in the following order of priorityorder: (i) firstFIRST, to the satisfaction payment of debts and liabilities (including expenses of liquidation) creditors of the Company (whether Company, including Members who are creditors, to the extent otherwise permitted by payment or law; SECOND, to the reasonable provision for payment thereof), if anyestablishment of any reserves that the Board, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines accordance with sound business judgment, deems reasonably necessary to provide for the payment when due of any contingent, conditional or unmatured contingent liabilities or obligations of the Company to third parties to (which reserves may be held and disbursed as directed paid over by the Liquidating Manager, by an Board to a trustee or escrow agent selected by it to be held by such trustee or escrow agent for purposes of (i) distributing such reserves in payment of the Liquidating Manager aforementioned contingencies, and at (ii) distributing the balance of such reserves in the manner provided herein upon the expiration of such period as the Liquidating Manager Board may deem advisable advisable); and THIRD, to the Members in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1their positive Capital Account balances. (c) The In the event of any liquidation pursuant to this Section 9.2, the Company Assets shall terminate when (i) be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 9.2(b). Consistent with the Treasury Regulations issued under Section 704 of the CompanyCode, in the event of a liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the value of all property of the Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and the costs of liquidation shall be borne as a Company expense. (d) Notwithstanding anything to the contrary in this Agreement, upon a liquidation (as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), if any Member has a deficit Capital Account (after payment of or due provision giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all debtsFiscal Years, liabilities and obligations of including the Companyyear in which such liquidation occurs), such Member shall have been distributed no obligation solely as a result of such deficit to make any Capital Contribution, and the negative balance of such Capital Account shall not be considered a debt owed by the Member to the Members in the manner provided Company or to any other Person for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actany purpose whatsoever.

Liquidation and Termination. (a) Upon Subject to Section 7.5 and Section 12.2(d), and except as expressly provided for to the contrary in Section 3.17 and Section 3.18, upon dissolution of the Company, a representative of the Manager Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as liquidating trustee of the Company a liquidator or may appoint one or more Members as liquidator (in such capacity, the “Liquidating Manager”) and "Liquidator"). The Liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator shall cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); provided, however, such payments shall have been not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (ii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), provided (x) any such sale to a Member is made on an arms length basis under terms which are in the manner provided for in this Agreement best interest of the Company and (iiy) to the extent that any Member has participated in an Expansion Option under Section 15.2(b), the Liquidator shall hire an independent consultant to attribute (on the basis of the then existing fair market value) the Certificate proceeds from the sale of the Company property between each respective Major Expansion Project, and all other assets of the Company (such value for each respective Major Expansion Project the "Expansion Liquidation Value") and the Liquidator shall have repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Major Expansion Project; (B) with respect to all Company property that has not been canceled sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the manner required Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (C)). All distributions in kind to the Act.Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managers shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Managers. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (A) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (bB) The proceeds of liquidation the liquidators shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (cC) The the liquidators shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (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); and (D) all remaining assets of the Company shall have been be distributed to the Members holders of Units in accordance with the distribution provisions of Section 4.1(B) by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation). (E) The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 14.2 and Section 14.3 constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the manner provided Company and all the Company’s property. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds. It is the intent of the Unitholders that the liquidation amounts distributable to the Unitholders pursuant to Section 14.2(D) shall be equal to Unitholders’ respective ending Capital Account balances. Therefore, to the extent not inconsistent with the applicable Treasury Regulations under Code § 704, if, upon the dissolution of the Company, any Unitholder’s ending Capital Account balance (determined immediately after all items of Profits, Losses, and other items of income, gain, loss and deduction have been tentatively allocated under this Agreement and reflected in the Capital Accounts of the Unitholders as if this Section 14.2 were not in this Agreement Agreement) is less than the amount payable to such Unitholder pursuant to Section 14.2(D), then (i) such Unitholder shall be specially allocated items of income or gain (including gross income) for such year (and, if necessary, for the preceding year if the Company has not yet filed its tax return for such preceding year), and (ii) the Certificate other Unitholders shall have been canceled in be specially allocated items of loss or deduction for such year (and, if necessary, for the manner required preceding year if the Company has not yet filed its tax return for such preceding year), until each such Unitholder’s actual Capital Account balance equals the amount payable to such Unitholder pursuant to Section 14.2(D). The special allocation provision provided by the Actpreceding sentence shall be applied in such a manner so as to cause the difference between each Unitholder’s liquidation amount and the balance in its Capital Account (determined after this allocation, but immediately prior to the distributions pursuant to Section 14.2(D)) to be the smallest dollar amount possible.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Board. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; and (b) The proceeds of liquidation the liquidator shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; and (c) The the liquidator shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation and all amounts owed to Members of the Company) or otherwise make adequate provision for payment and discharge thereof; and (d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; and (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company, which is the subject of a pending action, suit or proceeding to which the Company is a party; and (f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; and (g) all remaining assets of the Company shall be distributed to the Members in the manner provided for following order of priority: (i) First, to all Members in this Agreement and proportion to their Unreturned Capital Contributions until the Unreturned Capital Contributions of all Members have been reduced to zero ($0); (ii) Second, to all of the Certificate shall Members in proportion to their positive Capital Account balances, until all positive Capital Account balances have been canceled reduced to zero ($0); provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met; and (iii) Third, any remaining assets of the Company shall be distributed to the Members in proportion to the number of Units held by each, provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 11.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the manner required by Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (i) As promptly as reasonably practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Company’s Assets, liquidate liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (ii) With respect to the remaining Assets and wind-up the business of the Company. The Liquidating Manager : (A) the liquidator shall cause a full accounting use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s Assets (subject to any and all restrictions to which the Company is subject, including restrictions under Applicable Laws), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s Assets that have not been sold, the 704(b) Book Values of such Assets shall be determined pursuant to clause (ii) or clause (iii) of the definition of 704(b) Book Value; (iii) The liquidator shall pay from Company funds and Assets all of the debts and liabilities of the Company to be taken or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and shall cause for such term as the Assets to be liquidated liquidator may reasonably determine); (iv) The net Profits and the business to be wound up as promptly as possible by either or both Losses of the following methods: Company (iincluding any unrealized income, gain or loss attributable to the deemed disposition of Assets pursuant to Section 10.2(a)(iii)) selling for the Assets Taxable Year during which the distribution of liquidation proceeds occurs (and distributing any subsequent Taxable Years) shall be allocated among the net proceeds therefrom Members in such a manner so that, to the greatest extent possible, the Capital Accounts of the Members are equal to their respective Target Capital Account Balances; (v) After giving effect to all allocations (including those under Sections 4.2, 4.9 and 10.2(a)(iv)), all distributions (including those under Article V) and all Capital Contributions (including those under Article III) for all periods, all remaining cash and property (including any Distributable Cash and liquidation proceeds) shall be distributed to the Members pro rata in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 9.2(b10.2 shall be made by the end of the Taxable Year in which a Liquidating Event occurs (or if later, within ninety (90) or (ii) if days after the date of such Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(bEvent). (b) The proceeds distribution of liquidation shall be applied in the following order of priority: (i) first, cash or property to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and a Member in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, provisions of this Section 10.2 constitutes a complete return to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act’s property.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managing Member shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Maryland Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Managing Member. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (i) selling b)to the Assets extent that any exist and distributing only to the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if extent required by applicable Law, the Liquidating Manager liquidators shall so determine, distributing cause the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied notice described in the following order Maryland Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company prior to dissolving the Company in the manner described and required thereunder; (whether by payment c)the liquidators shall pay, satisfy or the reasonable discharge from Company funds, or otherwise make adequate provision for payment thereof)and discharge thereof (including, if anywithout limitation, the establishment of a cash fund for contingent liabilities in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide such amount and for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period term as the Liquidating Manager liquidators may deem advisable reasonably determine): first, all expenses incurred in liquidation; and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, ; and (d)all remaining assets of the Company shall have been be distributed to the Members in accordance with Section 4.01(a) by the manner provided for end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash or property to the Members in accordance with the provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required by Company and all the ActCompany’s property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. If the Company has been dissolved in accordance with Section 13.01, the liquidation of the Company, the winding up of its affairs and the distribution of its assets shall be effected (ai) Upon if a Plan of Liquidation has been adopted in accordance with Section 13.01, in the manner provided in the Plan of Liquidation and (ii) if no such Plan of Liquidation has been adopted, in the manner determined by the liquidators in accordance with the provisions of this Section 13.02. On dissolution of the Company, the Manager Board of Directors shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidators. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Board of Directors. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds to the extent required by the Act, the liquidators shall cause notice to be mailed to each known creditor of liquidation and claimant against the Company; (c) the liquidators shall be applied in cause the following order of priority: Company to (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment pay or the make reasonable provision for payment thereof)all claims and obligations, if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any all contingent, conditional or unmatured liabilities contractual claims, known to the Company, (ii) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or obligations proceeding to which the Company is a party and (iii) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen but that, based on the facts known to the Company, are likely to arise or to become known to the Company within ten years after the date of dissolution, in each case as and to the extent required by section 18-804 of the Act; and (d) all remaining assets of the Company shall be distributed to third parties the Members as follows: (i) the liquidators may sell any or all Company property, including, subject to Section 7.02(i), to Members, and any resulting gain or loss from each sale shall be held computed and disbursed allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in the same manner as directed set forth in Section 6.05. The foregoing distributions shall be made by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration end of such period as taxable year (or, if later, 90 days after the Liquidating Manager may deem advisable date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 13.02. The distribution of cash or property to a Member in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, provisions of this Section 13.02 constitutes a complete return to the Members, Member of its capital contributions and a complete distribution to the Member in accordance with Section 7.1. (crespect of its Units and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of section 18-502(b) The Company shall terminate when (i) all of the Assets of Act. To the extent that a Member returns funds to the Company, after payment of or due provision it has no claim against any other Member for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actthose funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Directors or Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business Act. The costs of liquidation shall be borne as an expense of the Company. The Liquidating Manager Until final distribution, the liquidators shall cause a full accounting of continue to operate the Assets and liabilities properties of the Company with all of the power and authority of the Board. The steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b).follows: (ba) The proceeds of liquidation liquidators shall be applied in pay, satisfy or discharge from the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including all expenses incurred in liquidation) or otherwise make reasonable 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). (b) Notwithstanding anything else contained in this Agreement, shall have been distributed the liquidators may withhold, in their discretion, from any distributions to any Member (i) any amounts then due from such Member to the Members in Company or its Subsidiaries, and apply the manner provided for in this Agreement amounts withheld to pay the amounts then due and (ii) any amounts required to pay any Taxes and related expenses that the Certificate liquidators determine to be properly attributable to such Member (including withholding Taxes and interest, penalties and expenses incurred in respect thereof) and apply the amounts withheld to pay the Taxes or expenses attributable thereto. (c) As promptly as practicable after dissolution, the liquidators shall (i) determine, in their discretion, the fair market value of the assets (the “Liquidation Assets”) of the Company that are available for distribution pursuant to this Section (the “Liquidation FMV”), (ii) determine the amounts to be distributed to each Member in accordance with Section 3.01(a) and (iii) deliver to each Member a statement setting forth the Liquidation FMV and the amounts and recipients of such distributions. (d) As soon as the Liquidation FMV and the proper amounts of distributions have been canceled determined in accordance with Section 9.02(c) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 3.01(a). The distribution of cash and/or property to a Member in accordance with the provisions of this Section 9.02 constitutes a complete distribution to the Member with respect to its interest in the manner required by Company. This provision constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then an accounting of the Company's assets, liabilities and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. Unless the Manager has dissolved or entered into Bankruptcy, the Manager shall act serve as the liquidating trustee of the Company (in such capacityCompany. If the Manager has dissolved or entered into Bankruptcy, the “Liquidating Manager”) and Advisory Board shall proceed appoint one or more Persons to wind up serve as the affairs of the Company, liquidate the remaining Assets and wind-up the business liquidating trustee of the Company. The Liquidating Manager shall cause a full accounting of liquidating trustee will be responsible for winding up and terminating the Assets and liabilities affairs of the Company and will determine all related matters (including, without limitation, the arrangements to be taken made with creditors, to what extent and shall cause under what terms the Assets assets of the Company are to be liquidated sold, and the business amount or necessity of cash reserves to be wound up cover contingent liabilities) as the liquidating trustee deems advisable and proper. The liquidating trustee will liquidate the assets of the Company as promptly as possible by either or both is consistent with obtaining their fair market value, and the proceeds, to the extent sufficient, will be applied and distributed in the following order: (1) To the payment and discharge of all of the following methods: Company's debts and liabilities to creditors (iincluding Share Holders) selling in the Assets and distributing order of priority as provided by law, other than liabilities for distributions to Share Holders; and (2) The balance, if any, to the net proceeds therefrom Share Holders in accordance with Section 9.2(bproportion to their ownership of Shares as of the date of distribution. All distributions shall be made by the end of the Fiscal Year in which the liquidation occurs or, if later, within ninety (90) or (ii) if days after the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)date of liquidation. (b) The proceeds After all of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed, the reasonable provision for payment thereof)Company's legal existence shall terminate; however, if any, at any time thereafter any funds in any cash reserve fund referred to in Section 7.3(a) are released because the order of priority provided by need for the Act (including any cash reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Actfund has ended, the balance remaining in such reserve funds shall be distributed to the Share Holders in the same manner as provided hereinif the distribution had been made pursuant to Sections 7.3(a)(1) and (ii2) second, to the Members, in accordance with Section 7.1above. (c) The Company Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g), if any Share Holder has a deficit or negative balance in the Share Holder's capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Share Holder shall terminate when (i) all of the Assets of have no obligation to make any capital contribution to the Company, after payment of or due provision for all debts, liabilities and obligations the negative balance of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.Share Holder's capital account

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Directors who have not wrongfully dissolved the Company shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed to wind up the affairs of the Company, liquidate Company as provided in the remaining Assets Act and wind-up shall have all the business of powers set forth in the CompanyAct. The Liquidating Manager costs of liquidation shall cause be a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)expense. (b) The proceeds Upon the winding up of liquidation the Company, the assets of the Company shall first be applied in the following order of priority: (i) firstdistributed to creditors, including Members and Directors who are creditors, to the extent otherwise permitted by applicable law, in satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the making of reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide ) other than liabilities for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1which reasonable provision for payment has been made. (c) The Company shall terminate when (i) all of the Assets of Any assets remaining after the Company, after payment of or due provision for all debts, ’s liabilities and obligations of the Company, shall have been paid (or reasonable provision for the payment thereof has been made) shall be distributed to the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company’s taxable year during which such liquidation occurs (other than those made as a result of this Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Reg. § 1.704-1(b)(2)(ii)(b). (d) If, at the discretion of the Board of Directors, any assets of the Company are distributed in-kind to the Members, such assets shall be valued on the basis of the fair market value thereof as determined by the Board of Directors in their reasonable discretion on the date of distribution. Without limiting the Board of Directors’ discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Board of Directors on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the capital accounts of the Members shall be adjusted to reflect the manner provided for in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Members’ capital accounts) would be allocated among the Members if there had been a taxable disposition of such property at its fair market value on the date of distribution. The capital accounts of the Members receiving a distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this Agreement Article XI shall be construed to extend the time period prescribed under Section 11.2(c) above and (iiReg. § 1.704-1(b)(2)(ii)(b) for making liquidating distributions of the Certificate shall have been canceled Company’s assets. If the liquidator deems it impracticable to cause the Company to make distributions of the liquidating proceeds to the Members within the time period described under Reg. § 1.704-l(b)(2)(ii)(b), the liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Company’s assets to the Members within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner required by that gives effect, to the Actextent possible, to the intent of the preceding provisions of this Article XI.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacityHoldings Member, or, during any Holdings Member Default Period, the “Liquidating Manager”) and Managing Member, may appoint one or more Persons as liquidator(s), which Person or Persons shall be reasonably approved by the Crestwood Member. The liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator will -61- continue to operate the Company properties with all of the power and wind-up authority of the business Members. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator will pay from Company funds all of the debts and liabilities of the Company to be taken (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated liquidator may reasonably determine); and (c) the business to be wound up Company will dispose of all remaining assets as promptly as possible by either or both of the following methods: follows: (i) selling the Assets liquidator may sell any or all Company property, and distributing any resulting gain or loss from each sale will be computed and allocated to the net proceeds therefrom Members pursuant to Section 5.02; and then pursuant to clause (ii) below: (ii) thereafter, if any, Company property will be distributed among the Members in accordance with Section 9.2(bthe following: (A) or (ii) if First, 100% to the Liquidating Manager shall so determineHoldings Member and the Crestwood Member, distributing the Assets in kind pro rata in accordance with Section 9.2(btheir respective holdings of Deficiency Preferred Units, until (x) the Holdings Member has received an amount so as to result in an IRR to the Holdings Member of *** on the aggregate Deficiency Contributions made by the Holdings Member in respect of such Series B Preferred Units and (y) the Crestwood Member has received an amount so as to result in an IRR to the Crestwood Member of *** on the aggregate Default Contributions made by the Crestwood Member in respect of such Series C Preferred Units; (B) Second, 100% to the Holdings Member in redemption of the outstanding Series A-2 Preferred Units as follows: SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). (b1) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 4.06(b) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash in connection with a Company Change of Control; (2) at any time on or after the fourth anniversary of the Effective Date but prior to the commencement of the Holdings Member Option Period, pursuant to Section 4.06(c) in an amount determined as if the Crestwood -62- Member had elected to cause the Company to make such redemption solely for cash; or (3) at any time after the commencement of the Holdings Member Option Period, pursuant to Section 4.06(e)(i) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (C) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof)remainder, if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, 100% to the Common Members, pro rata in accordance with Section 7.1proportion to their respective ownership of outstanding Common Units. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon Subject to Section 7.5, upon dissolution of the Company, a representative of the Manager Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as liquidating trustee of the Company a liquidator or may appoint one or more Members as liquidator (in such capacity, the “Liquidating Manager”) and "Liquidator"). The Liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator shall cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); provided, however, such payments shall have been not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.1; and (ii) all remaining assets of the Company shall be distributed to the Members as follows: 1. the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), provided (x) any such sale to a Member is made on an arms length basis under terms which are in the manner provided for in this Agreement best interest of the Company and (iiy) to the extent that any Member has participated in an Expansion Option under Section 15.2, the Liquidator shall hire an independent consultant to attribute (on the basis of the then existing fair market value) the Certificate proceeds from the sale of the Company property between each respective Expansion Project, and all other assets of the Company (such value for each respective Expansion Project the "Expansion Liquidation Value") and the Liquidator shall have repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Expansion Project; 2. with respect to all Company property that has not been canceled sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the manner required by Capital Accounts previously would be allocated among the Act.Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and 3. Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee liquidator or may appoint one or more Members as liquidator, or, if the Board of the Company (in such capacityManagers is unavailable for reasons of death, retirement, resignation, Bankruptcy or any other reason, the “Liquidating Manager”) and majority of Members may appoint such liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Board of Managers. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (i) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of independent public accountants of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or the final liquidation is completed, as applicable; (ii) if the Liquidating Manager liquidator shall so determinepay, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.3) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall have been be distributed in accordance with the Members' Capital Account balances (after adjusting such Capital Accounts for all Profits and Losses of the Company for the year of liquidation, including all Profits and Losses related to liquidation and to distributions in kind pursuant to Section 5.1(d). (b) All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property to a Member in accordance with the manner provided 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 Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actthose funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager liquidator shall act as liquidating trustee be the Board or a Person selected by Managers designated by the Members holding at least 70% of the Company (in such capacity, the “Liquidating Manager”) and Percentage Interests. The liquidator shall proceed diligently to wind up the affairs of the Company, liquidate Company at the remaining Assets and wind-up the business direction of the CompanyBoard and make final distributions as provided herein and in the Act. The Liquidating Manager costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a full proper accounting of the Assets and liabilities to be made of the Company to be taken Property, liabilities, and shall cause operations through the Assets to be liquidated and the business to be wound up as promptly as possible by either or both last Day of the following methods: (i) selling calendar month in which the Assets and distributing dissolution occurs or the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b)as applicable. (b) The proceeds of liquidation liquidator shall be applied in the following order of priority: (i) firstpay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debtsdebts (including debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (c) To the extent that the Company has any remaining property: (i) The liquidator may sell any or all of the Company’s property and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in Article 5. (ii) All remaining Company Property shall be distributed to the Members in accordance with the positive balances in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods; provided that if the Company liquidates as a result of the dissolution event set forth in Section 11.1(b), then after making any distributions required to be made pursuant to Section 5.5(d) in the manner set forth in Section 4.1(d), all remaining Company Property shall be distributed to the Member that contributed such Company Property irrespective of the balances in the Member’s Capital Accounts and the remaining provisions of this Section 11.2(c)(ii) shall have no effect. If the amounts of Company Property that would be distributed to the Members upon liquidation if such distributions were made pursuant to Section 5.5(b) do not correspond to the respective Capital Account balances of the Members, then income, gain, loss and deduction for the Fiscal Year in which the liquidation occurs shall be reallocated among the Members to cause, to the extent possible, the Members’ Capital Accounts immediately prior to such distribution to correspond to the amounts that would be distributed to the Members if liquidating distributions were made pursuant to Section 5.5(b); provided that, for purposes of this Section 11.2(c)(ii), the amount otherwise distributable to a Member pursuant to Section 5.5(b) shall be reduced by such Member’s Unfunded Default Amount, if any, and increased by such Member’s Undistributed Deficiency Interest Amount, if any. (iii) All distributions in kind to the Members shall be valued for purposes of determining each Member’s interest therein at its Fair Market Value at the time of such distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 11.2. (iv) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 Days after the date of such liquidation. For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulations Section 1.704-1(b)(2)(ii). The distribution of cash and/or property or assets to a Member in accordance with the provisions of this Section 11.2 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member of its Membership Interest and all of the Company Properties and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (v) If a sale of the Company is structured as a Disposition of Membership Interests (whether a direct sale, a merger, an exchange of interests, or other similar transaction), the amount of the aggregate purchase price to be allocated among the Members shall be determined in a manner consistent with the amounts that would have been distributed to the Members if the Company had been liquidated in accordance with this Section 11.2 and if the manner provided total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for in this Agreement and (ii) all the Certificate shall have been canceled in the manner required by the ActMembership Interests.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managers who have not wrongfully dissolved the Company shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed to wind up the affairs of the Company, liquidate Company as provided in the remaining Assets Act and wind-up shall have all the business of powers set forth in the CompanyAct. The Liquidating Manager costs of liquidation shall cause be a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)expense. (b) The proceeds Upon the winding up of liquidation the Company, the assets of the Company shall first be applied in the following order of priority: (i) firstdistributed to creditors, including Members and Managers who are creditors, to the extent otherwise permitted by law, in satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the making of reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide ) other than liabilities for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1which reasonable provision for payment has been made. (c) The Company shall terminate when (i) all of the Assets of Any assets remaining after the Company, after payment of or due provision for all debts, 's liabilities and obligations of have been paid or reasonable provision for the Companypayment thereof has been made, shall have been be distributed to the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company's taxable year during which such liquidation occurs (other than those made as a result of this Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. (S) 1.704-v1(b)(2)(ii)(b). (d) If, at the discretion of the Managers, any assets of the Company are distributed to the Members in-kind, such assets shall be valued on the basis of the fair market value thereof as determined by the Managers in their reasonable discretion on the date of distribution. Without limiting the managers, discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Managers on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the Capital Account of the Members shall be adjusted to reflect the manner provided for in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Members' Capital Accounts) would be allocated among the Members if there had been a taxable disposition of such property at its fair market value on the date of distribution. The Capital Accounts of the Members receiving a distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this Agreement and (ii) Article 13 shall be construed to extend the Certificate shall have been canceled in the manner required by the Act.time period prescribed under Section 13.2(c)

Liquidation and Termination. (a) Upon On dissolution of the CompanyPartnership, unless it is reconstituted and continued as provided in Section 11.01, the Manager Managing General Partner shall act as liquidating trustee liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership shall be dissolved on account of an event of the Company (type described in such capacitysection 4.02(a)(4)-(10) of Act with respect to the Managing General Partner, the “Liquidating Manager”) and liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the CompanyPartnership and make final distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Partnership properties with all of the Companypower and authority of the Managing General Partner. The Liquidating Manager steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a full proper accounting to be made of the Assets 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 and liabilities of the Company to be taken Partnership (including, without limitation, all expenses incurred in liquidation and shall cause any advances described in Section 4.04) or otherwise make adequate provision therefor (including, without limitation, the Assets to be liquidated establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the business to be wound up as promptly as possible by either or both liquidator may reasonably determine); and (c) all remaining assets of the following methods: Partnership shall be distributed to the Partners as follows: (i) selling the Assets liquidator may sell any or all Partnership property, and distributing any resulting gain or loss from each sale shall be computed and allocated to the net proceeds therefrom in accordance with Section 9.2(b) or capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of such property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the Liquidating Manager shall so determine, distributing fair market value of such property on the Assets in kind in accordance with Section 9.2(b).date of their distribution; and (biii) The proceeds of liquidation Partnership property shall be applied in distributed among the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Actpositive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the balance remaining in taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and such reserve distributions shall be distributed as provided herein) and made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (ii) secondor, if later, on or before the 90th day after the date of such liquidation). All distributions in kind to the MembersPartners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership shall have committed prior to the date of termination and such costs, expenses, and liabilities shall be allocated to such distributee pursuant to this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 7.1. (c11.02 shall constitute a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership's property and shall constitute a compromise to which all Partners have consented within the meaning of section 5.02(d) The Company shall terminate when (i) all of the Assets of Act. To the Companyextent that a Partner shall return funds to the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Company, it shall have been distributed to the Members in the manner provided no claim against any other Partner for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actsuch funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of liquidator unless the Company (in such capacity, the “Liquidating Manager”) and Members holding a Required Interest select another liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the TBOC. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Manager. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company’s assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator shall be applied cause the notice described in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidationSection 11.052(a)(2) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties TBOC to be held mailed to each known creditor of and disbursed as directed by claimant against the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.Company; (c) The the liquidator shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, Company (including all expenses incurred in liquidation and any advances described in Section 4.4) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (d) all remaining assets of the Company shall have been be distributed to the Members pro rata to the Members in proportion to their relative Sharing Ratios. All distributions in kind to the manner provided Members shall be made net of, and subject to, the costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination with respect to such distributions in kind. The distribution of cash and/or property to a Member in accordance with the provisions of this Agreement Section 13.2 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled in Member of its Membership Interest and all the manner required Company’s property. Notwithstanding the foregoing or anything herein to the contrary, the Members agree that following dissolution of the Company, the assets contributed to the Company by GWTI as part of its Capital Contribution may be distributed by the Actliquidator to GWTI, but may not be distributed by the liquidator to any other Member, or transferred to any third party, without the prior written consent of GWTI. In the event that the assets contributed to the Company by GWTI are so distributed to GWTI in connection with a dissolution of the Company, GWTI shall be deemed to have received a return of its Capital Contribution in full. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managing Member shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”liquidator or may appoint one or more Members as liquidator. The liquidator(s) and shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator(s) shall continue to operate the business Company properties with all of the Companypower and authority of the Managing Member and the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator(s) shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidator(s) shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine); and (d) the remaining assets of the Company (the "REMAINING ASSETS") shall have been be distributed to the Members in accordance with SECTIONS 5.2 THROUGH 5.5 AND 5.7 hereof. The Remaining Assets shall be distributed by the manner provided end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall reduce the amount to be distributed to the distributees in accordance with SECTIONS 5.2 THROUGH 5.5 and 5.7 pursuant to this Agreement SECTION 12.2. The distribution of cash and/or property to a Member in accordance with the provisions of this SECTION 12.2 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled Member of its interest in the manner required by Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. Any Company assets distributed in kind will first be written up or down to their fair market value, thus creating Profits or Losses (if any), which shall be allocated in accordance with SECTION 5.6.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Representatives or Members as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyDelaware Act. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order of priority: (i) first, liquidators shall continue to the satisfaction of debts and liabilities (including expenses of liquidation) of operate the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance properties with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets power and authority of the CompanyBoard. The steps to be accomplished by the liquidators are as follows: (a) The liquidators shall pay, after payment satisfy or discharge from Company assets all of or due provision for all the debts, liabilities and obligations of the CompanyCompany (including all expenses incurred in liquidation) or otherwise make reasonable 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). (b) Notwithstanding anything else contained in this Agreement, the liquidators may withhold, in their discretion, from any distributions to any Member (i) any amounts then due from such Member to the Company or any of its Subsidiaries under a promissory note and apply the amounts withheld to pay the amounts then due and (ii) any amounts required to pay any Taxes and related expenses that the liquidators determine to be properly attributable to such Member (including withholding Taxes and interest, penalties and expenses incurred in respect thereof) and apply the amounts withheld to pay the Taxes or expenses attributable thereto. (c) As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value of the assets (the “Liquidation Assets”) of the Company that are available for distribution pursuant to Section 3.01(a) (the “Liquidation FMV”), (ii) determine the amounts to be distributed to each Member in accordance with Section 3.01 and (iii) deliver to each Member a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such distributions. (d) As soon as the Liquidation FMV and the proper amounts of distributions have been distributed determined in accordance with Section 10.02(c), the liquidators shall promptly distribute the Company’s Liquidation Assets to the Members in accordance with Section 3.01(a). Any non- cash Liquidation Assets will first be adjusted to their Fair Market Value, thus creating Profit or Loss (if any) or other items of income, gain loss or deduction, which shall be allocated in accordance with Section 3.02 and Section 3.03. In making such distributions, the manner provided for liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each Member. (e) The distribution of cash and/or property to a Member in accordance with the provisions of this Agreement Section 10.02 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled Member with respect to its interest in the manner required by Company. This provision 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.

Liquidation and Termination. (a) Upon dissolution On Dissolution of the Company, a Person shall be designated by the Manager shall Founder to act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”liquidator(s). The liquidator(s) and shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order of priority: (iliquidator(s) first, shall continue to the satisfaction of debts and liabilities (including expenses of liquidation) of operate the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance properties with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets power and authority of Shareholders and the Founder; 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 liquidator(s) are as follows: 10.2.1 The liquidator(s) shall pay, satisfy or discharge from Company funds all of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 10.2.2 In the final Accounting Period of the Company, Net Profits and Net Losses shall have been distributed be credited or charged to Capital Accounts of the Members Shareholders (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the Accounting Period) in the manner provided in Article 4. If the fair market value (as determined by the Chairman) of Company assets to be distributed in kind pursuant to Section 10.2.3 exceeds (“book gain”), or is less than (“book loss”), the Company’s book basis (as determined for Capital Account purposes) for such assets, such book gain or book loss shall be taken into account in this Agreement and (ii) the Certificate calculation of Net Profit or Net Loss to be allocated under Article 4. 10.2.3 All remaining assets of the Company shall have been canceled be distributed to the Shareholders in the manner required by the Actand priority set forth in Section 4.1.2 of this Agreement.

Liquidation and Termination. (a) Upon On dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and Liquidator or may appoint one or more other Persons as Liquidator. The Liquidator shall proceed diligently to wind up the affairs of the Company, liquidate Partnership and make final distributions as provided herein and in the remaining Assets and wind-up Act by the business end of the Companytaxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The Liquidating Manager costs of liquidation shall cause be borne as a full accounting Partnership expense. Until final distribution, the Liquidator shall continue to operate the Partnership properties with all of the Assets power and liabilities authority of the Company Partners and the General Partner. The steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (i) as promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by either or both an accounting firm of the following methods: (i) selling Partnership's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or the final liquidation shall be completed, as applicable; (ii) if the Liquidating Manager Liquidator shall so determinehave full power and authority to sell, distributing assign and encumber any or all of the Assets Partnership's assets and to wind up and liquidate the affairs of the Partnership in kind in accordance with Section 9.2(b).an orderly and business-like manner; and (biii) The all proceeds of from liquidation shall be applied distributed in the following order of priority: : (iA) first, to the satisfaction of the debts and liabilities of the Partnership both to Partners, to the extent otherwise permitted by law, and to persons other than Partners (including but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation) of the Company liquidation (whether by payment or the making of reasonable provision for payment thereof), if any, in including the order setting up of priority provided by such reserves as the Act (including any reserve the Liquidating Manager determines Liquidator may reasonably deem necessary to provide for any contingent, conditional or unmatured liabilities or obligations liability of the Company Partnership); (B) second, pro rata to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Actpositive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)), provided that the balance remaining in such reserve terms of any Preferred Interests shall be taken into account in determining whether proceeds are distributed as provided hereinfirst to the holders of Preferred Interests prior to holders of other Partnership Interests; and (C) and (ii) secondlast, to the Members, Partners in accordance with Section 7.1their respective Percentage Interests. (cb) The Company shall terminate when (i) all Notwithstanding the provisions of this Section 12.2 which require the liquidation of the Assets assets of the CompanyPartnership, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed but subject to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.order of priorities set forth above, if

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then an accounting of the Company’s assets, liabilities and operations through the Manager last day of the month in which the dissolution occurs shall act as liquidating trustee be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Administrative Member, under the direction and control of the Executive Committee, will be responsible for winding up and terminating the affairs of the Company (in such capacityincluding, without limitation, the “Liquidating Manager”arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities). To the extent assets of the Company are to be sold, the Executive Committee will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (1) To the payment and shall proceed to wind up the affairs discharge of all of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets ’s debts and liabilities to creditors (including Members) in the order of priority as provided by law, other than liabilities for distributions to Members; and (2) The balance, if any, to the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom Members in accordance with the distribution priorities set forth in Section 9.2(b3.2 above. Such distributions shall be made by the end of the Fiscal Year in which the liquidation occurs or, if later, within ninety (90) or (ii) if days after the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)date of such liquidation. (b) The proceeds After all of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed, the reasonable provision for payment thereof)Company shall terminate; however, if any, at any time thereafter any funds in any cash reserve fund referred to in Section 9.3(a) are released because the order of priority provided by need for the Act (including any cash reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Actfund has ended, the balance remaining in such reserve funds shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the same manner provided for as if the distribution had been made pursuant to Sections 9.3(a)(1) and (2) above. (c) Notwithstanding anything to the contrary in this Agreement Agreement, upon a liquidation within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g), if any Member bas a deficit or negative balance in the Member’s Capital Account (after giving effect to all contributions, distributions, allocations, and (ii) other Capital Account adjustments for all taxable years, including the Certificate year during which such liquidation occurs), the Member shall have been canceled in no obligation to make any capital contribution to the manner required Company, and the negative balance of the Member’s Capital Account shall not be considered a debt owed by the ActMember to the Company or to any other Person for any purpose whatsoever.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyDelaware Act. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order liquidators shall continue to operate the Company with all of priority: the power and authority of the Board of Managers. The steps to be accomplished by the liquidators are as follows: (i) firstthe liquidators shall pay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall Company (including any Company Loans or any other loans or advances that may have been distributed made by any of the Members to the Members 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) or otherwise make adequate provision for payment and discharge thereof (including the manner provided establishment of a cash fund for contingent liabilities in this Agreement such amount and for such term as the liquidators may reasonably determine); (ii) after payment or provision for payment of all of the Certificate Company’s liabilities has been made in accordance with Section 10.2(a)(i), a final allocation of all items of income, gain, loss and expense shall have been canceled be made in accordance with Section 4.2, and 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 Units held by each such 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 manner required 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 ActCompany 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. (a) 11.2.1 Upon the dissolution of the Company as provided in Section 11.1 above, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Board shall act as liquidator. The liquidator shall oversee the winding up and liquidation of the Company, the Manager shall act as liquidating trustee take full account of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company and assets, either cause the Company’s assets to be taken and sold as promptly as is consistent with obtaining fair market value therefor or distributed to the Members and, if sold, shall cause the Assets proceeds therefrom, to the extent sufficient therefor, to be liquidated applied and distributed as provided in paragraph (c) below. Until final distribution, the liquidator shall manage the Company’s business and other property and assets with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (a) ensure that any remaining portion of the Reserved Units is issued to PEC prior to final distribution and the business to be wound up books and records of the Company are adjusted accordingly; (b) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of final liquidation shall be applied in the following order of priority: (i) firstcompleted, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.applicable; (c) The Company shall terminate when (i) during the period commencing on the first day of dissolution pursuant to Section 11.1 above and ending on the date on which all of the Assets assets of the CompanyCompany have been distributed to the Members in accordance with this Section 11.2, after payment the Members shall continue to share Net Profits, Net Losses, and other items of Company income, gain, loss or due provision for deduction in the manner provided in Article V hereof, provided that no distributions shall be made pursuant to Section 5.4 above; (d) the liquidator shall pay or discharge from Company funds all of the debts, liabilities and obligations of the CompanyCompany (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such terms as the liquidator may reasonably determine, or the distribution of property to the Members in kind subject to debts, liabilities or other obligations); and (e) all remaining assets of the Company shall have been be distributed to the Members as follows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Members in the manner provided for in this Agreement and accordance with Section 5.1 above; (ii) with respect to any Company property that has not been sold, the Certificate fair market value of such property shall have be determined and the Members’ Capital Accounts shall be adjusted to reflect the manner in which the unrealized gain and unrealized income, gain, loss, and deduction inherent in that property (and that has not been canceled reflected in the manner required by Capital Accounts previously) would be allocated among the ActMembers if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) all liquidation proceeds, as well as any Company property that is to be distributed to the Members, shall be distributed in accordance with Section 5.4 above; provided, however, that all liquidating distributions shall be made in accordance with the Members positive Capital Account balances within the meaning of Treas. Reg. ss. 1.704-1(b)(2)(ii)(b)(2).

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board or such other or additional Member or Members as designated by the Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”Liquidator(s). The Liquidator(s) and shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets Liquidator(s) shall continue to operate the Company properties with all of the power and wind-up authority of Board and Members, subject to the business power of the Board to remove and replace such Liquidator(s). The steps to be accomplished by the Liquidator(s) are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting 's assets, liabilities and operations through the last day of the Assets and liabilities of calendar month in which the Company to be taken and shall cause dissolution occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)applicable. (b) The proceeds of liquidation Liquidator(s) shall be applied in the following order of priority: (i) firstpay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (c) All remaining assets of the Company shall have been be distributed to the Members in accordance with Section 4.2 hereof by the manner provided for end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). The Liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Agreement Section 10.2 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled Member of its interest in the manner required by Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager one or more Members or Managers shall act serve as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the MLLCA. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Managers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting 's assets, liabilities, and operations through the last day of the Assets and liabilities of calendar month in which the Company to be taken and shall cause dissolution occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)applicable. (b) The proceeds liquidator shall cause the notice described in Sections 806 and 807 of liquidation shall the MLLCA to be applied mailed to each known creditor of and claimant against the Company and published in the following order of priority: (i) first, to the satisfaction of debts manner described in Sections 806 and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1807. (c) The Company assets shall terminate when be distributed in the following order: (i) all To creditors, including Members who are creditors, to the extent permitted by law, in satisfaction of liabilities of the Assets Company other than liabilities for distributions to Members under Section 304 or 305 of the Company, after payment of or due provision MLLCA. Reasonable provisions shall be made for all debts, liabilities liabilities, and obligations that are not liquidated but will not be barred under Sections 806 or 807 of the Company, shall have been distributed MLLCA. (ii) To Members and former Members in satisfaction of liabilities for distributions under Section 304 of the MLLCA. (iii) To the Members pursuant to (d) below. (d) The distribution of assets to the Members in shall be as follows: (i) The liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the manner provided for in this Agreement and capital accounts of the Members; (ii) With respect to all Company property that has not been sold, the Certificate fair market value of that property shall have be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not previously been canceled reflected in the manner required capital accounts would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section. The distribution of cash and/or property to a Member in accordance with the provisions of this Section constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of Section 808(1)(c) of the MLLCA.

Liquidation and Termination. (a) Upon On dissolution of the Company, unless it is reconstituted and continued as provided in Section 12.1(c), the Manager Advisory Committee shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Act by the end of the taxable year of the company in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, liquidate if later, within 90 Business Days of the remaining Assets date of such liquidation. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Members and the Advisory Committee. The steps to be accomplished by the Liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by one of the "big five" nationally recognized firms of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting 's assets, liabilities and operations through the last day of the Assets and liabilities of calendar month in which the Company to dissolution shall occur or the final liquidation shall be taken and shall cause the Assets to be liquidated and the business to be wound up completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b).applicable; (b) The Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company's assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. All proceeds of from liquidation shall be applied distributed in the following order of priority: : (i) first, to the satisfaction payment of the debts and liabilities of the Company, to persons other than Members (including but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation; (ii) to the setting up of such reserves as the Liquidator may reasonably deem necessary for any contingent liability of the Company Company; (whether by iii) to the payment of any debts or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties Members; (iv) to be held and disbursed as directed by each Preferred A Holder in an amount equal to the Liquidating Manager, by sum of (A) the Preferred A Holder's Unrecovered Preferred Capital Amount (or a proportionate amount thereof) plus (B) the Preferred A Holder's Preference Amount for the taxable period in which the liquidation occurs; (v) to each Preferred B Holder in an escrow agent selected by amount equal to the Liquidating Manager and at sum of (A) the expiration of such Preferred B Holder's Unrecovered Preferred Capital Amount (or a proportionate amount thereof) plus (B) the Preferred B Holder's Preference Amount for the taxable period as in which the Liquidating Manager may deem advisable and liquidation occurs; and (vi) pro rata to the Members in accordance with the Act, positive balances in their Capital Accounts (as determined after taking into account the balance remaining distributions provided for in such reserve shall be distributed as provided hereinSection 12.2(b)(iv) and (ii) secondv), to the Members, in accordance with and other adjustments required under Treasury Regulation Section 7.11.704-1(b)(2)(ii)(b)(2)). (c) The Company shall terminate when (i) all Notwithstanding the provisions of this Section 12.2 which require the liquidation of the Assets assets of the Company, after payment but subject to the order of priorities set forth above, if prior to or due provision for upon dissolution of the Company the Liquidator determines that an immediate sale of part or all debts, liabilities and obligations of the Company, shall have been distributed 's assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its reasonable discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actas creditors).

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager --------------------------- Managing Member shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”liquidator or may appoint one or more Members as liquidator. The liquidator(s) and shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator(s) shall continue to operate the business Company properties with all of the Companypower and authority of the Managing Member and the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator(s) shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidator(s) shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine); and (d) the remaining assets of the Company (the "Remaining Assets") shall have been be ---------------- distributed to the Members in the manner provided for in this Agreement accordance with Sections 5.2 through 5.4 and (ii) the Certificate 5.6 -------------------------------- hereof. The Remaining Assets shall have been canceled in the manner required be distributed by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then an accounting of the Company’s assets, liabilities and operations through the Manager shall act as liquidating trustee last day of the Company (month in such capacitywhich the dissolution occurs shall be made, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets Company shall thereafter be promptly wound up and wind-up the business terminated. The Active and Provisional Members shall designate a liquidating trustee of the Company. The Liquidating Manager shall cause a full accounting of liquidating trustee will be responsible for winding up and terminating the Assets and liabilities affairs of the Company and will determine all matters in connection therewith (including, without limitation, the arrangements to be taken made with creditors, to what extent and shall cause under what terms the Assets assets of the Company are to be liquidated sold, and the business amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper; provided, however, that all decisions of the liquidating trustee will be wound up made in accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee will liquidate the assets of the Company as promptly as possible by either or both is consistent with obtaining the fair market value thereof, subject to the limitation that the capital stock of the Permanent Capital Member owned by the Company shall be sold only to the extent required to provide for the payment and discharge referred to in clause (1) below. The proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following methods: order: (i1) selling To the Assets payment and distributing discharge of all of the net proceeds therefrom Company’s debts and liabilities to creditors (including Members) in accordance with the order of priority as provided by law, other than liabilities for distributions to Members; (2) To the repayment of unpaid Individual Capital Credits, in the priorities set forth in Sections 4.1(b)(4) and 4.1(b)(5); and (3) The balance, if any, including without limitation all the outstanding stock of the Permanent Capital Member (to the extent not sold in order to provide for the payment and discharge referred to in clause (1) above), shall be distributed to one or more organizations as the Active and Provisional Members shall select at the time of dissolution, provided that any such organization (a) must be exempt from federal income taxation under Section 9.2(b501(c)(3) of the Code, and corresponding [STATE] statutory provisions, (b) must be eligible for charitable contributions under Section 170(c)(2), 2055(a)(2) or 2522(a)(2) of the Code and corresponding [STATE] statutory provisions, (iic) shall not be a “private foundation” within the meaning of Section 509 of the Code and (d) no Member shall have any financial or ownership interest in such organization or shall otherwise directly benefit or be subject to any conflict of interest associated with the distribution of these funds to the designated organization. Such distributions shall be made by the end of the Fiscal Year in which the liquidation occurs or, if later, within 90 days after the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)date of such liquidation. (b) The proceeds After all of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed, the reasonable provision for payment thereof)Company shall terminate; however, if anyat any time thereafter any funds in any cash reserve fund referred to in Section 8.3(a) are released because the need for the cash reserve fund has ended, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to funds shall be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and distributed in accordance with the Act, the balance remaining priorities laid out in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.18.3(a). (c) The Company Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a deficit or negative balance in the Member’s ICA (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall terminate when (i) all of the Assets of have no obligation to make any capital contribution to the Company, after payment of or due provision for all debts, liabilities and obligations the negative balance of the Company, Member’s ICA shall have been distributed not be considered a debt owed by the Member to the Members in the manner provided Company or to any other Person for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actany purpose whatsoever.

Liquidation and Termination. (a) Upon dissolution of the CompanyPartnership, unless it is continued as provided in Section 11.01, the Manager General Partner shall act as liquidating trustee liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership shall be dissolved on account of an event of the Company type described in section 17-402(a)(4) through (in such capacity10) of Act with respect to the General Partner, the “Liquidating Manager”) and liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the CompanyPartnership and make final distributions as provided herein, liquidate and shall file any amendments to the remaining Assets and wind-up Certificate as may be required by applicable law. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the business liquidator shall continue to manage the Partnership assets with all of the Companypower and authority of the General Partner. The Liquidating Manager steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a full proper accounting to be made by a recognized firm of certified public accountants of the Assets Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution shall have occurred or the final liquidation shall be completed, as applicable; (b) the liquidator shall pay all of the debts and liabilities of the Company Partnership (including, without limitation, all expenses incurred in liquidation and any advances made by the General Partner pursuant to be taken Section 4.03) or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated and the business to be wound up as promptly as possible by either or both liquidator may reasonably determine); and (c) all remaining assets of the following methods: Partnership shall be distributed to the Partners as follows: (i) selling the Assets fair market value of the property shall be determined and distributing the net proceeds therefrom capital accounts of the Partners shall be adjusted to reflect the manner in accordance with Section 9.2(bwhich the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously) or would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of such property on the Vesting Date; and (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation Partnership property shall be applied in distributed among the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Actpositive capital account balances of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause); and such distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation). While the General Partner has the right to sell EPE Units as noted in Section 5.04, and subject to the restrictions set forth in Section 5.05, it is the intent of the General Partner upon liquidation and termination of the Partnership to distribute EPE Units to the Partners rather than sell the EPE Units and distributed cash proceeds of such sale to the Partners (for such amounts in excess of the GP Preference Return Amount and the GP Capital Base). For purposes of this Section 11.02(c), the balance remaining in such reserve “fair market value” of each EPE Unit held by the Partnership on the Vesting Date shall be distributed as provided herein) and (ii) second, equal to the Membersaverage of the closing sale prices per EPE Unit for the 20 trading days ending on the Vesting Date (or, if no closing sale price is reported, the average of the bid and asked prices) as reported in the composite transactions for the principal United States securities exchange on which the EPE Units are traded or if the EPE Units are not listed on a national or regional stock exchange, as reported by The NASDAQ National Market. All distributions in kind to the Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership shall have committed prior to the date of termination and such costs, expenses, and liabilities shall be allocated to such distributee pursuant to this Section 11.02. The distribution of property to a Partner in accordance with the provisions of this Section 7.1. (c) The Company 11.02 shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed constitute a complete return to the Members Partner of its Capital Contributions and a complete distribution to the Partner of its interest in the manner provided for in this Agreement Partnership and (iiall the Partnership’s property and shall constitute a compromise to which all Partners have consented within the meaning of section 17-502(b) the Certificate shall have been canceled in the manner required by of the Act.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Directors shall act as liquidating trustee of the Company liquidator or (in such capacity, the “Liquidating Manager”its sole discretion) and may appoint one or more representatives. The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyDelaware Act. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order liquidators shall continue to operate the Company with all of priority: the power and authority of the Board of Directors. The steps to be accomplished by the liquidators are as follows: (i) firstthe liquidators shall pay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (ii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2(a)(i), all remaining assets of the Company shall be distributed in accordance with Section 4.1(b), after giving effect to all prior Distributions, and a final allocation of all items of income, gain, loss and expense shall be made in such a manner that, immediately before distribution of such remaining assets, the balance of each Member’s Capital Account shall be equal to the respective net amounts, positive or negative, that would be distributed to such Member or for which such Member would be liable to the Company as provided herein and in the Delaware Act; and (iii) any non-cash 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. In making such Distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder. (b) The distribution to a Member in accordance with the provisions of this Section 9.2 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, shall have been distributed it has no claim against any other Member for those funds. (c) If the dissolution and liquidation occur after a C Corporation Effective Date, the Board of Directors need not make any adjustments to the Capital Accounts of the Members, except those determined necessary in their sole discretion to give effect to the economic interests of the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Acthe Company.

Liquidation and Termination. (a) Upon Except as otherwise provided herein, upon dissolution of the Company, the Manager Members shall act as liquidating trustee of the Company (liquidator or may appoint in such capacity, the “Liquidating Manager”) and writing one or more liquidators who shall proceed have full authority to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The liquidator shall continue to operate the Company with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, liquidate the remaining Assets and wind-up the business liquidator, if requested by any Member, shall cause a proper accounting to be made by independent accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities and operations through the last day of the Assets and liabilities of month in which the Company to be taken and shall cause dissolution occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)appropriate. (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of After making payment or provision for all debts and liabilities (including expenses of liquidation) the Company, the liquidator shall sell all properties and assets of the Company (whether by payment or for cash as promptly as is consistent with obtaining the reasonable provision for payment thereof)best price therefor. All gain, if anyloss and amount realized on such sales shall be allocated to the Members as provided in this Agreement, in and the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations capital accounts of the Company to third parties to Members shall be held and disbursed as directed by adjusted accordingly. The liquidator shall then distribute the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration proceeds of such period as sales to the Liquidating Manager may deem advisable and Members in accordance with the Actpositive balances in their respective capital accounts as of the date of such distribution, after giving effect to all contributions, distributions and allocations for all periods including the balance remaining in period during which such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1liquidation occurs. (c) The Company Except as expressly provided herein, the liquidator shall terminate when (i) all comply with any applicable requirements of the Assets Act, and all other applicable laws pertaining to the winding up of the Company, after payment of or due provision for all debts, liabilities and obligations affairs of the Company, shall have been distributed Company and the final distribution of its assets. (d) The distribution of cash and/or property to the Members in accordance with the manner provided for in provisions of this Agreement Section 8.3 shall constitute a complete return to the Members of their capital contributions and (ii) a complete distribution to the Certificate shall have been canceled Members of their interest in the manner required by the ActCompany and all Company property.

Liquidation and Termination. (a) Upon dissolution of the CompanyIssuer, the Manager Managers shall act as liquidating trustee of the Company liquidators or may appoint one or more Managers or Members (in such capacity, the “Liquidating Manager”with its or their consent) and as liquidators. The liquidators shall proceed diligently to wind up the affairs of the CompanyIssuer and make final distributions as provided in this Section 13.2 and in the Act. The costs of liquidation shall be borne as an Issuer expense. Until final distribution, liquidate the remaining Assets liquidators shall continue to operate the Issuer's assets and wind-up the business Issuer's affairs with all the power and authority of the CompanyManagers. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause an accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Issuer's assets and the Assets Issuer's liabilities and distributing operations through the net proceeds therefrom last day of the calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing as the Assets in kind in accordance with Section 9.2(b).case may be; (b) The proceeds liquidator may cause all or any part of liquidation the Issuer's assets to be sold to any Person (including, without limitation, to Members) as the liquidator shall reasonably determine, and any resulting gain or loss from each such sale shall be applied computed and allocated to the Members in the following manner provided in Article VII; (c) The liquidator shall pay, satisfy or discharge from the Issuer's assets all of the debts, liabilities and obligations of the Issuer, including, without limitation, all expenses incurred in liquidation and all amounts owed to the Members to the extent that they are creditors of the Issuer, but excluding liabilities to Members on account of their Capital Contributions, in the order of priority: priority as provided by law, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); (d) After payment, satisfaction or discharge of the Issuer's debts, liabilities and obligations (or adequate provision therefor) has been made pursuant to clause (c) of this Section 13.2, all remaining Issuer assets shall be distributed to the Members as follows: (i) first, to the satisfaction Senior Preferred Members in respect of debts and liabilities (including expenses each outstanding Series of liquidation) Senior Preferred Membership Interests, the amount of their respective Liquidation Preference Amounts or, to the extent that the assets of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary Issuer are insufficient to provide for any contingent, conditional or unmatured liabilities or obligations pay all of the Company Senior Preferred Members the amounts of their respective Liquidation Preference Amounts, to third parties the Senior Preferred Members in respect each outstanding Series of Senior Preferred Membership Interests in proportion to the remaining positive balances in their Capital Accounts (as determined after taking into account all allocations required to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration made under Article VII of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and this Agreement); (ii) second, to the MembersJunior Preferred Members in respect of each outstanding Series of Junior Preferred Membership Interests, in accordance with Section 7.1. (c) The Company shall terminate when (i) the amount of their respective Liquidation Preference Amounts or, to the extent that the assets of the Issuer are insufficient to pay all of the Assets Junior Preferred Members the amounts of their respective Liquidation Preference Amounts, to the Junior Preferred Members in respect each outstanding Series of Junior Preferred Membership Interests in proportion to the remaining positive balances in their Capital Accounts (as determined after taking into account all allocations required to be made under Article VII of this Agreement); and (iii) any remaining assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, Issuer shall have been be distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActCommon Member.

Liquidation and Termination. Upon the dissolution and winding up of the Partnership; the General Partner or liquidator shall apply the assets of the Partnership (including the proceeds of any sale of assets of the Partnership) in the following order: (a) Upon dissolution First, there shall be paid to Partnership creditors other than the Partners (or set aside for payment in accordance with any reserve established) Partnership funds, to the extent same are available, sufficient to extinguish Partnership liabilities and obligations, including expenses of liquidation; and (b) Thereafter, the remaining assets of the CompanyPartnership, if any, shall be distributed to the Partners in accordance with their relative Capital Account balances; provided, however, that so long as Potlatch or its successor and their respective Subsidiaries (collectively, the Manager shall act as liquidating trustee "Potlatch Party") hold more than fifty percent (50%) of the Company Partnership Units held by Potlatch on the date hereof (and shown on Exhibit A hereto as in such capacityeffect on the date hereof), any distribution made to the Potlatch Party in its capacity as a Limited Partner shall be made in kind by transfer to the Potlatch Party of all of the Partnership's right, title and interest in and to all of the Potlatch Timberlands (and all Timberlands acquired by the Partnership in substitution or exchange for any of the Potlatch Timberlands) (collectively, the “Liquidating Manager”"Distributed Properties") and shall proceed to wind up with a cash adjustment payable by the affairs Partnership or the Potlatch Party, as the case may be, for the difference between the Capital Account balance of the Company, liquidate Potlatch Party and the remaining Assets and wind-up the business Fair Market Value of the CompanyDistributed Properties. The Liquidating Manager Such transfer shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom consummated in accordance with Section 9.2(b8.10(a) or (ii) if hereof. The Fair Market Value of the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation Distributed Properties shall be applied determined as provided in the following order of priority: (i) first, Section 8.10 hereof with respect to the satisfaction determination of debts and liabilities (including expenses of liquidation) Fair Market Value of the Company Subject Properties (whether by payment or as defined therein). To the reasonable provision for payment thereof), if any, in the order of priority fullest extent provided by law, the Act (including determination of the Fair Market Value made pursuant to this Section 12.5 shall be final and binding on the Partnership and the Partners, and such determination shall not be appealable to any reserve court, provided that the Liquidating Manager determines necessary foregoing shall not limit a Partner's rights to provide for any contingent, conditional or unmatured liabilities or seek judicial enforcement of the obligations of the Company to third parties to be held other Partners and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1Partnership hereunder. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacityEFS Member, or, during any EFS Default Period, the “Liquidating Manager”) and Managing Member, may appoint one or more Persons as liquidator(s), which Person or Persons shall be reasonably approved by the Crestwood Member. The liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator will continue to operate the Company properties with all of the power and wind-up authority of the business Members. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator will pay from Company funds all of the debts and liabilities of the Company to be taken (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated and liquidator may reasonably determine); and (c) the business to be wound up Company will dispose of all remaining assets as promptly as possible by either or both of the following methods: follows: (i) selling the Assets liquidator may sell any or all Company property, and distributing any resulting gain or loss from each sale will be computed and allocated to the net proceeds therefrom in accordance with Members pursuant to Section 9.2(b5.02; and then pursuant to either clause (ii) or (iii) below, as the case may be: (ii) thereafter, but only if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, prior to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof)Waterfall Adjustment Date, if any, in Company property will be distributed among the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Members in accordance with the Actfollowing: (A) First, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, 100% to the MembersEFS Member and the Crestwood Member, pro rata in accordance with their respective holdings of Deficiency Preferred Units, until (x) the EFS Member has received an amount so as to result in an IRR to the EFS Member of [***] on the aggregate Deficiency Contributions made by the EFS Member in respect of such Series B Preferred Units and (y) the Crestwood Member has received an amount so as to result in an IRR to the Crestwood Member of [***] on the aggregate Default Contributions made by the Crestwood Member in respect of such Series C Preferred Units; (B) Second, 100% to the EFS Member in redemption of the outstanding Series A Preferred Units as follows: (1) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 7.14.04(c)(i) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (2) at any time on or after the fourth anniversary of the Effective Date but prior to the commencement of the EFS Option Period, pursuant to Section 4.04(c)(ii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; or (3) at any time after the commencement of the EFS Option Period, pursuant to Section 4.04(d)(iii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (C) The remainder, if any, 100% to the Crestwood Member in respect of the Common Units; or (iii) thereafter, but only if on or after the Waterfall Adjustment Date, if any, Company property will be distributed to the EFS Member and the Crestwood Member in accordance with the Adjusted Distribution Ratio. (cd) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed All distributions in kind to the Members in will be made subject to the manner provided liability of each distributee for in its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActSection 10.02.

Liquidation and Termination. (a) Upon Subject to Section 12.02(d), upon dissolution of the Company, a representative of the Manager Company selected by a Majority Interest (not including any member in Default at the time of dissolution) shall act as liquidating trustee of the Company a liquidator or may appoint one or more Members as liquidator (in such capacity, the “Liquidating Manager”) and "Liquidator"). The Liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator shall cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, including without limitation all expenses incurred in liquidation (but excluding any advances or Capital Contributions described in Section 4.05) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); (ii) the Liquidator shall have been pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by Members, as described in Section 4.05; and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members on a pro rata basis in accordance with each of their respective Membership Interests; (B) with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the manner provided Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this Agreement clause (C); and (ii) the Certificate in each case, those distributions shall have been canceled in the manner required be made by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company, liquidate sell any or all Company property and make final distributions as provided herein and in the remaining Assets and wind-up Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the business liquidator shall continue to operate the Company properties with all of the Companypower and authority of the Managers. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator shall be applied in the following order of priority: (i) firstpay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all debts owed to Members, and all expenses incurred in liquidation and any advances described in Section 6.03) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine), all in accordance with the provisions of the Act as may be applicable; and (c) all remaining assets of the Company shall have been be distributed to the Members in accordance with the manner provided priorities of distribution set forth in Section 9.02. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 16.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Agreement Section 16.02 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled in Member of its Membership Interest and all the manner required by Company’s property. To the Actextent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Board. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidator shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including, without limitation, the S▇▇▇▇▇ SPA Payments, if any, and all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; (d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party; (f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Company or that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; and (g) all remaining assets of the Company shall have been be distributed to the Members in accordance with Section 5.2 by the manner provided end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 12.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Agreement Section 12.2 constitutes a complete return to the Member of its Capital Contributions and (ii) a complete distribution to the Certificate shall have been canceled Member of its interest in the manner required by Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee a majority of the Company (in such capacity, the “Liquidating Manager”) and shall Board of Managers may appoint one or more Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator will continue to operate the Company properties with all of the power and wind-up authority of the business Members. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator will pay from Company funds all of the debts and liabilities of the Company to be taken (including, without limitation, all expenses incurred in liquidation) or otherwise make reasonable provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated and the business to be wound up as promptly as possible by either liquidator may reasonably determine); and (c) after payment or both provision for payment of all of the following methods: (i) selling the Assets and distributing the net proceeds therefrom Company’s liabilities has been made in accordance with Section 9.2(b) or (ii) if the Liquidating Manager 11.02(b), a final allocation of all items of income, gain, loss and expense shall so determine, distributing the Assets in kind be made in accordance with Section 9.2(b). (b5.03(a) The proceeds of liquidation shall be applied in the following order of priority: (i) firsthereof, to the satisfaction of debts and liabilities (including expenses of liquidation) all remaining assets of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.15.01(b); provided, that all distributions made pursuant to this Section 11.02(c) will be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation); and (d) any non-cash 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 5.03(a). In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Member. (ce) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed All distributions in kind to the Members in will be made subject to the manner provided liability of each distributee for in its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActSection 11.02.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act Cleco Holdings Board will appoint one or more Persons as liquidating trustee of the Company (in such capacityliquidator(s), the “Liquidating Manager”) and shall acting by Board Supermajority Consent. The liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Cleco Holdings Board. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator will pay from Company funds all of the debts and liabilities of the Company to be taken (including, all expenses incurred in liquidation or otherwise make adequate provision therefor (including, the establishment of a cash escrow fund for contingent liabilities in such amount and shall cause for such term as the Assets to be liquidated and liquidator may reasonably determine)); and (c) the business to be wound up Company will dispose of all remaining assets as promptly as possible by either or both of the following methods: follows: (i) selling the Assets and distributing liquidator may sell any or all Company property, including to the net proceeds therefrom Member or any of its Affiliates; and (ii) thereafter, Company property will be distributed to the Member in accordance with Section 9.2(b7.01. (d) or (ii) if the Liquidating Manager shall so determine, distributing the Assets All distributions in kind to the Member will be made subject to the liability of the Member for the costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the Member pursuant to this Section 9.02. (e) Nothing contained in this Section 9.02 shall be construed as authorizing the Cleco Holdings Board, or the liquidator, to amend, change or modify this Agreement except in accordance with Section 9.2(b). (b) The proceeds of liquidation shall 10.04 or as otherwise may be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActAgreement.

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

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Managers who have not wrongfully dissolved the Company shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed to wind up the affairs of the Company, liquidate Company as provided in the remaining Assets Act and wind-up shall have all the business of powers set forth in the CompanyAct. The Liquidating Manager costs of liquidation shall cause be a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b)expense. (b) The proceeds Upon the winding up of liquidation the Company, the assets of the Company shall first be applied in the following order of priority: (i) firstdistributed to creditors, including Members and Managers who are creditors, to the extent otherwise permitted by law, in satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the making of reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide ) other than liabilities for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1which reasonable provision for payment has been made. (c) The Company shall terminate when (i) all of the Assets of Any assets remaining after the Company, after payment of or due provision for all debts, 's liabilities and obligations of have been paid or reasonable provision for the Companypayment thereof has been made, shall have been be distributed to the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company's taxable year during which such liquidation occurs (other than those made as a result of this Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. (S) 1.704-1(b)(2)(ii)(b). (d) If, at the discretion of the Managers, any assets of the Company are distributed to the Members in-kind, such assets shall be valued on the basis of the fair market value thereof as determined by the Managers in their reasonable discretion on the date of distribution. Without limiting the managers, discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Managers on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the Capital Account of the Members shall be adjusted to reflect the manner provided for in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Members' Capital Accounts) would be allocated among the Members if there had been a taxable disposition of such property at its fair market value on the date of distribution. The Capital Accounts of the Members receiving a distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this Agreement and (ii) Article 13 shall be construed to extend the Certificate shall have been canceled in the manner required by the Act.time period prescribed under Section 13.2(c)

Liquidation and Termination. (a) 10.2.1 Upon the dissolution of the Company as provided in Section 10.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Voting Members shall act as liquidators or may appoint one or more other Persons to act as liquidator. The liquidator shall oversee the winding up and liquidation of the Company, the Manager shall act as liquidating trustee take full account of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company and assets, either cause the Company's assets to be taken and sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Voting Members, distributed to the Liquidation Member) and, if sold, shall cause the Assets proceeds therefrom, to the extent sufficient therefor, to be liquidated applied and distributed as provided in paragraphs (c) and (d) below. Until final distribution, the liquidator shall manage the Company's business and other property and assets with all of the power and authority of the Voting Members. The steps to be wound up accomplished by the liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or (ii) if the Liquidating Manager final liquidation shall so determinebe completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds during the period commencing on the first day of liquidation shall be applied in dissolution pursuant to Section 10.1 hereof and ending on the following order date on which all of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed to the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Liquidation Member in accordance with the Actthis Section 10.2, the balance remaining Voting Members shall continue to share Income, Loss, and other items of Company income, gain, loss or deduction in such reserve the manner provided in Article V, provided that no distributions shall be distributed as provided herein) and (ii) second, made pursuant to the Members, in accordance with Section 7.1.5.4; (c) The the liquidator shall pay or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in amount and for terms as the liquidator may reasonably determine); and (d) all remaining assets of the Company shall have been be distributed to the Members in the manner provided for in this Agreement and Liquidation Member. (iie) the Certificate liquidator may sell any or all Company property, including to the Voting Members for fair market value. 10.2.2 Any distributions in kind to the Liquidation Member shall have been canceled in be made subject to the manner required by liability of distributee for costs, expenses, and liabilities theretofore incurred or for which the ActCompany has committed prior to the date of termination.

Liquidation and Termination. (a) Upon On dissolution of the CompanyPartnership, the Manager General Partner shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and Liquidator or may appoint one or more other Persons as Liquidator. The Liquidator shall proceed diligently to wind up the affairs of the Company, liquidate Partnership and make final distributions as provided herein and in the remaining Assets and wind-up Act by the business end of the Companytaxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Sections 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The Liquidating Manager costs of liquidation shall cause be borne as a full accounting Partnership expense. Until final distribution, the Liquidator shall continue to operate the Partnership properties with all of the Assets power and liabilities authority of the Company Partners and the General Partner. The steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (i) as promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by either or both an accounting firm of the following methods: (i) selling Partnership's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or the final liquidation shall be completed, as applicable; (ii) if the Liquidating Manager Liquidator shall so determinehave full power and authority to sell, distributing assign and encumber any or all of the Assets Partnership's assets and to wind up and liquidate the affairs of the Partnership in kind in accordance with Section 9.2(b).an orderly and business-like manner; and (biii) The all proceeds of from liquidation shall be applied distributed in the following order of priority: : (iA) first, to the satisfaction of the debts and liabilities of the Partnership both to Partners, to the extent otherwise permitted by law, and to persons other than Partners (including but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation) of the Company liquidation (whether by payment or the making of reasonable provision for payment thereof), if any, in including the order setting up of priority provided by such reserves as the Act (including any reserve the Liquidating Manager determines Liquidator may reasonably deem necessary to provide for any contingent, conditional or unmatured liabilities or obligations liability of the Company Partnership); (B) second, pro rata to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Partners in accordance with the Actpositive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Sections 1.704-1(b)(2)(ii)(b)(2)), provided that the balance remaining in such reserve terms of any Preferred Interests shall be taken into account in determining whether proceeds are distributed as provided hereinfirst to the holders of Preferred Interests prior to holders of other Partnership Interests; and (C) and (ii) secondlast, to the Members, Partners in accordance with Section 7.1their respective Percentage Interests. (cb) The Company shall terminate when (i) Notwithstanding the provisions of this Section 12.2 which require the liquidation of the assets of the Partnership, but subject to the order of priorities set forth above, if upon or following dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Assets Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its reasonable discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed Partnership (other than those to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActPartners as creditors).

Liquidation and Termination. (a) Upon a dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Manager. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidators shall be applied in the following order of priority: (i) firstpay, to the satisfaction of debts and liabilities (including expenses of liquidation) of the satisfy or discharge from Company (whether by payment funds, or the reasonable otherwise make adequate provision for payment thereof), if any, in the order of priority provided by the Act and discharge thereof (including any reserve the Liquidating Manager determines necessary to provide establishment of a cash fund for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held in such amount and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of for such period term as the Liquidating Manager liquidators may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (ireasonably determine) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including all expenses incurred in liquidation); and (c) all remaining assets of the Company shall be distributed to the Members, in accordance with, and subject to, Section 4.01 by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). Immediately prior to making distribution set forth in this Section 14.02(c), Profits and Losses for the taxable year of the Company in which such dissolution occurs and in which such distribution is made shall have been distributed be allocated to the Capital Account balances of the Members such that the Capital Account of each Member prior to such distribution equals (to the extent possible) the distribution to be received by such Members pursuant to such distribution. The distribution of cash and/or property to the Members in accordance with the manner provided for in provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required 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 such funds. Upon a distribution made to the Members pursuant to and in accordance with Section 14.02(c), the parties hereto hereby agree that each outstanding Unit (other than any Unit held by the ActManager) shall be cancelled and each share of Voting Non-Economic Preferred Stock held by the Members shall automatically be redeemed by the Corporation for no consideration and shall cease to be outstanding, whether or not the stock certificates for such shares, if any, are surrendered to the Corporation.

Liquidation and Termination. (a) Upon dissolution of the Company, the Manager Sole Member shall act as liquidating trustee of the Company a liquidator or may appoint one or more Persons as liquidator (in such capacity, the “Liquidating ManagerLiquidator”) and ). The Liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Sole Member. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company’s assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator shall cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 18-804), the Liquidator shall distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to including without limitation all expenses incurred in liquidation (but excluding any advances or Capital Contributions described in Section 4.2) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the Members establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the manner provided for in this Agreement and Liquidator may reasonably determine); (ii) the Certificate Liquidator shall have been canceled in pay, satisfy or discharge from Company funds all of the manner required advances and loans (but not Capital Contributions) made to the Company by the ActSole Member, as described in Section 4.2; and (iii) all remaining assets of the Company shall be distributed to the Sole Member. All distributions in kind to the Sole Member shall be made subject to the liability of the Sole Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the Sole Member pursuant to this Section 10.2. The distribution of cash and/or property to the Sole Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Sole Member of its Capital Contribution and a complete distribution to the Sole Member of its Membership Interest and all the Company’s property.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager --------------------------- Managing Member shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”liquidator or may appoint one or more Members as liquidator. The liquidator(s) and shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator(s) shall continue to operate the business Company properties with all of the Companypower and authority of the Managing Member and the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company's assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds of liquidation the liquidator(s) shall be applied cause the notice described in the following order Act to be mailed to each known creditor of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.manner described thereunder; (c) The the liquidator(s) shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator(s) may reasonably determine); and (d) the remaining assets of the Company (the "Remaining Assets") shall have been be ---------------- distributed to the Members in the manner provided for in this Agreement accordance with Sections 5.2 and (ii) the Certificate 5.4 hereof. The -------------------- Remaining Assets shall have been canceled in the manner required be distributed by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation).

Liquidation and Termination. (a) 9.2.1 Upon the dissolution of the Company as provided in Section 9.1, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Management Committee shall act as liquidator or may appoint one or more other Persons to act as liquidator. The liquidator shall oversee the winding up and liquidation of the Company, the Manager shall act as liquidating trustee take full account of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business of the Company. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company and assets, either cause the Company's assets to be taken and sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Members, distributed to the Members) and, if sold, shall cause the Assets proceeds therefrom, to the extent sufficient therefor, to be liquidated applied and distributed as provided in paragraph (c) below. Until final distribution, the liquidator shall manage the Company's business and other property and assets with all of the power and authority of the Members. The steps to be wound up accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution shall occur or (ii) if the Liquidating Manager final liquidation shall so determinebe completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds during the period commencing on the first day of liquidation shall be applied in dissolution pursuant to Section 9.1 hereof and ending on the following order date on which all of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) assets of the Company (whether by payment or have been distributed to the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and Members in accordance with the Actthis Section 9.2, the balance remaining Members shall continue to share Net Profits, Net Losses, and other items of Company income, gain, loss or deduction in such reserve the manner provided in Article V, provided that no distributions shall be distributed as provided herein) and (ii) second, made pursuant to the Members, in accordance with Section 7.1.5.4; (c) The the liquidator shall pay or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such terms as the liquidator may reasonably determine, or the distribution of property to the Members in kind subject to debts, liabilities or other obligations); and (d) all remaining assets of the Company shall have been be distributed to the Members as follows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Members in the manner provided for in this Agreement and accordance with Section 5.1; (ii) with respect to any Company property that has not been sold, the Certificate fair market value of such property shall have be determined and the Members' Capital Accounts shall be adjusted to reflect the manner in which the unrealized gain and unrealized income, gain, loss, and deduction inherent in that property (and that has not been canceled reflected in the manner required Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) all liquidation proceeds, as well as any Company property that is to be distributed to the Members, shall be distributed in accordance with Section 5.4 of this Agreement, after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this Section 9.2.1(d)(iii)). 9.2.2 Any distributions in kind to the ActMembers may, in the discretion of the liquidator, be made in the form of property subject to debts, liabilities or obligations related to such property, which debts, liabilities or other obligations shall be allocated to such distributee pursuant to this Section 9.

Liquidation and Termination. (a) Upon Subject to Section 7.5 and Section 12.2(d), and except as expressly provided for to the contrary in Section 3.17 and Section 3.18, upon dissolution of the Company, a representative of the Manager Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as liquidating trustee of the Company a liquidator or may appoint one or more Members as liquidator (in such capacity, the “Liquidating Manager”) and "Liquidator"). The Liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the following methods: (i) selling Company's assets, liabilities, and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator shall cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator may reasonably determine); provided, however, such payments shall have been not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (ii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), provided (x) any such sale to a Member is made on an arms length basis under terms which are in the manner provided for in this Agreement best interest of the Company and (iiy) to the extent that any Member has participated in an Expansion Option under Section 15.2(b), the Liquidator shall hire an independent consultant to attribute (on the basis of the then existing fair market value) the Certificate proceeds from the sale of the Company property between each respective Major Expansion Project, and all other assets of the Company (such value for each respective Major Expansion Project the "Expansion Liquidation Value") and the Liquidator shall have repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Major Expansion Project; (B) with respect to all Company property that has not been canceled sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the manner required by Capital Accounts previously would be allocated among the Act.Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital

Liquidation and Termination. (a) Upon On dissolution of the CompanyCompany pursuant to Section 8.1, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate the remaining Assets and wind-up the business appoint one or more liquidators of the Company. The Liquidating Manager liquidators shall cause a full accounting forthwith commence the winding up of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated Company’s business and the business to be wound up as promptly as possible by either or both liquidation of the following methods: (i) selling the Assets and distributing the net proceeds therefrom its property in accordance with Section 9.2(bapplicable law and the following provisions: (a) or (ii) if Each Member shall pay to the Liquidating Manager shall so determine, distributing Company all amounts owed by such Member to the Assets in kind in accordance with Section 9.2(b)Company. (b) The proceeds of liquidation Company Assets, including any monies received pursuant to this Section 8.2, shall be applied in the following order of priorityorder: (i) firstFirst, to the satisfaction payment of debts and liabilities (including expenses of liquidation) creditors of the Company (whether Company, including Members who are creditors, to the extent otherwise permitted by payment or law; Second, to the reasonable provision for payment thereof), if anyestablishment of any reserves that the Board, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines accordance with sound business judgment, deems reasonably necessary to provide for the payment when due of any contingent, conditional or unmatured contingent liabilities or obligations of the Company to third parties to (which reserves may be held and disbursed as directed paid over by the Liquidating Manager, by an Board to a trustee or escrow agent selected by it to be held by such trustee or escrow agent for purposes of (i) distributing such reserves in payment of the Liquidating Manager aforementioned contingencies, and at (ii) distributing the balance of such reserves in the manner provided herein upon the expiration of such period as the Liquidating Manager Board may deem advisable advisable); and Third, to the Members in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1their positive Capital Account balances. (c) The In the event of any liquidation pursuant to this Section 8.2, the Company Assets shall terminate when (i) be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 8.2(b). Consistent with the Treasury Regulations issued under Section 704 of the CompanyCode, in the event of a liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the value of all property of the Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and the costs of liquidation shall be borne as a Company expense. (d) Notwithstanding anything to the contrary in this Agreement, upon a liquidation (as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), if any Member has a deficit Capital Account (after payment of or due provision giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all debtsFiscal Years, liabilities and obligations of including the Companyyear in which such liquidation occurs), such Member shall have been distributed no obligation solely as a result of such deficit to make any Capital Contribution, and the negative balance of such Capital Account shall not be considered a debt owed by the Member to the Members in the manner provided Company or to any other Person for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actany purpose whatsoever.

Liquidation and Termination. (a) Upon dissolution of the Company, unless it is continued as provided above, the Manager Administrative Member shall act as liquidating trustee of liquidator or may appoint one or more other Persons as liquidator; however, if the Company (in such capacityis dissolved because of an event occurring with respect to the Administrative Member, the “Liquidating Manager”) and liquidator shall be one or more Persons selected in writing by the other Members. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Administrative Member hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a firm of certified public accountants acceptable to Dividend Member of the Company. The Liquidating Manager shall cause a full accounting ’s assets, liabilities, and operations through the last day of the Assets 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 and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction of debts and liabilities otherwise make adequate provision therefor (including expenses the establishment of liquidation) of the Company (whether by payment or the reasonable provision a cash escrow fund for payment thereof), if any, contingent liabilities in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide such amount and for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period term as the Liquidating Manager liquidator may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.reasonably determine); and (c) The all remaining assets of the Company shall terminate when (i) all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been be distributed to the Members as follows: (1) the liquidator may sell any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such property that has not been sold shall be determined and notwithstanding the provisions of Article 9, Profit or Loss so realized or inherent in such property (that has not been reflected in the manner Capital Accounts previously) shall be allocated among the Members to the extent possible to cause the Capital Account balance of each Member to equal the amount distributable to such Member under Section 10.2(c)(2); and (2) Company property shall be distributed to the Members as provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the ActSection 8.3.

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then no further distributions shall be made pursuant to Section 7, an accounting of the Company's assets, liabilities, and operations through the Manager shall act as liquidating trustee last day of the Company (month in such capacitywhich the dissolution occurs shall be made, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, liquidate Company shall thereafter be promptly wound up and terminated. The Members will appoint one or more persons to serve as the remaining Assets and wind-up the business liquidating trustee of the Company. The Liquidating Manager shall cause a full accounting of liquidating trustee will be responsible for winding up and terminating the Assets and liabilities affairs of the Company and will determine all matters in connection therewith (including, without limitation, the arrangements to be taken made with creditors, to what extent and shall cause under what terms the Assets assets of the Company are to be liquidated sold, and the business amount or necessity of cash reserves to be wound up cover contingent liabilities) as the liquidating trustee deems advisable and proper to satisfy the duties imposed on the liquidating trustee by the Act and the fiduciary duties owed by the liquidating trustee to the Members. The liquidating trustee will thereafter liquidate the assets of the Company as promptly as possible by either or both of is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following methods: order: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be applied in the following order of priority: (i) first, to the satisfaction payment and discharge of all of the Company's debts and liabilities (to creditors, including expenses Members, but not in respect of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if anydistributions pursuant to Section 7, in the order of priority as provided by law; (ii) then to the Act Members, proportionally, in respect of the relative positive balance in the Capital Account of each Member (including any reserve b) After all the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations assets of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Acthave been distributed, the balance remaining Company shall terminate; however, if at any time thereafter any funds in such any cash reserve fund referred to in Section 10.2(a) are released because the need for the cash reserve fund has ended, the funds shall be distributed in the same manner as provided hereinrequired by Sections 10.2(a)(i) and (ii) second, to the Members, in accordance with Section 7.1). (c) The Company Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Code regulation section 1.704-1(b)(2)(ii)(g), if any Member has a deficit or negative balance in the Member's capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall terminate when (i) all have no obligation to make any capital contribution, and the negative balance of the Assets of Member's capital account shall not be considered a debt owed by the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed Member to the Members in the manner provided Company or to any other Person for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actany purpose whatsoever.

Liquidation and Termination. (a) Upon Subject to Section 8.1, upon dissolution of the CompanyPartnership, a representative of the Manager Partnership selected by all of the Partners (not including any Partner in breach of any provision of this Agreement at the time of dissolution) shall act as liquidating trustee of the Company a liquidator or may appoint one or more Partners as liquidator (in such capacity, the “Liquidating ManagerLiquidator”) and ). The Liquidator shall proceed diligently to wind up the affairs of the CompanyPartnership and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, liquidate the remaining Assets and wind-up Liquidator shall continue to operate the business facilities owned by the Partnership with all of the Companypower and authority of the Partners for a reasonable period of time to allow for the sale of all or a part of the assets of the Partnership. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made of the Partnership’s assets, Liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the Liquidator shall cause any notices required by Applicable Law to be mailed to each known creditor of and claimant against the Partnership in the manner described by such Applicable Law; (c) subject to the terms and conditions of this Agreement and the Act, the Liquidator shall distribute the assets of the Partnership in the following methods: order: (i1) selling the Assets Liquidator shall pay, satisfy or discharge from Partnership funds all of the Liabilities of the Partnership, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for payment and distributing discharge thereof (including, without limitation, the net proceeds therefrom establishment of a cash escrow fund for contingent Liabilities in accordance such amount and for such term as the Liquidator may reasonably determine). The Liabilities of the Partnership shall include any Liabilities owing to a Partner under any contracts entered into between the Partnership and such Partner; and (2) all remaining assets of the Partnership shall be distributed to the Partners as follows: (A) the Liquidator may sell any or all Partnership assets, including to one or more of the Partners (other than any Partner in breach of any provision of this Agreement at the time of dissolution), and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Partners; (B) with Section 9.2(brespect to all Partnership assets that have not been sold, the fair market value of those assets (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) or shall be determined and the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized Profits, Losses, income, gain, loss, and deduction inherent in assets that have not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable Disposition of those assets for the fair market value of those assets on the date of distribution; and (iiC) Partnership assets shall be distributed among the Partners ratably in proportion to each Partner’s positive Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (2)); and in each case, those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, ninety (90) days after the Liquidating Manager shall so determine, distributing date of the Assets in kind in accordance with Section 9.2(bliquidation). (bD) The proceeds of liquidation All distributions in kind to the Partners shall be applied in the following order of priority: (i) first, made subject to the satisfaction Liability of debts and liabilities (including expenses each Partner for Liabilities theretofore incurred under the terms of liquidation) this Agreement or for which the Partnership has committed prior to the date of dissolution. The distribution of cash and/or other assets of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary Partnership to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and a Partner in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, provisions of this Section 8.2 constitutes a complete return to the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all Partner of the Assets of the Company, after payment of or due provision for all debts, liabilities its Capital Contributions and obligations of the Company, shall have been distributed a complete distribution to the Members in Partner of its Partnership Interest. To the manner provided extent that a Partner returns funds to the Partnership, it has no Claim against any other Partner for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actthose funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Board shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Officers as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied in borne as a Company expense. Until final distribution, the following order of priority: (i) first, liquidators shall continue to operate the satisfaction of debts and liabilities (including expenses of liquidation) Company's Officers Properties with all of the Company power and authority of the Board. The steps to be accomplished by the liquidators are as follows: (whether A) As promptly as possible after dissolution and again after final liquidation, the liquidator(s) shall cause a proper accounting to be made by payment a recognized firm of certified public accountants of the Company's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the reasonable provision for payment thereof)final liquidation is completed, if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1applicable. (cB) The liquidator(s) shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder. (C) The liquidator(s) shall terminate when (i) pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). (D) The balance, if any, of the Company, 's remaining assets shall have been be distributed to the Members in accordance with Section 5.2. Notwithstanding the provisions of 61 <PAGE> Section 5.3, items of income, gain, deduction and loss for the final Taxable Year of the Company shall be allocated to the Members' Capital Accounts in such a manner provided for that the Members' positive Capital Account balances shall be, immediately prior to the distribution pursuant to Section 11.2(D), in such proportion. To the extent practicable, distributions pursuant to this Agreement Section 11.2(D) shall be made by the end of the Taxable Year of the Company during which the liquidation occurs (or, if later, 90 days after the date of the liquidation). The liquidator(s) shall cause only cash, evidences of indebtedness and (ii) other securities to be distributed in any liquidation. The distribution of cash and/or property to a Member in accordance with the Certificate shall have been canceled provisions of this Section 11.2 constitutes a complete return to such Member of its Capital Contributions and a complete distribution to the Member of its interest in the manner required by Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act.. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 11.2 constitutes a complete distribution to such Assignee of its interest in the Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. SECTION 11.3

Liquidation and Termination. (a) Upon Subject to Sections 3.4, 3.5 and 7.6, upon dissolution of the Company, the Manager shall act as liquidating trustee a representative of the Company selected by a Majority Interest will act as a liquidator or may appoint one or more Partners as liquidator (in such capacity, the “Liquidating ManagerLiquidator”) and shall ). The Liquidator will proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Act. The costs of liquidation will be borne as a Company expense. Until final distribution, liquidate the remaining Assets and wind-up Liquidator will continue to operate the business Company properties for a reasonable period of time to allow for the sale of all or a part of the Companyassets thereof with all of the power and authority of the Partners. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up Liquidator are as follows: (a) as promptly as possible by either or both after dissolution and again after final liquidation, the Liquidator will cause a proper accounting to be made of the following methods: (i) selling Company’s assets, liabilities, and operations through the Assets and distributing last Day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the Liquidator will cause any notices required by law to be mailed to each known creditor of liquidation shall be applied and claimant against the Company in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether manner described by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.law; (c) The subject to the terms and conditions of this Agreement and the Act (especially section 15-803), the Liquidator will distribute the assets of the Company shall terminate when in the following order: (i) the Liquidator will pay, satisfy or discharge from Company funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to including all expenses incurred in liquidation or otherwise make adequate provision for payment and discharge thereof (including the Members establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the manner provided for Liquidator may reasonably determine); provided, however, such payments will not include any Capital Contributions described in Article IV or any other obligations in favor of the Partners created by this Agreement and other than a loan made pursuant to any provision; (ii) the Certificate shall have been canceled Liquidator will pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by Partners, as described in Section 4.5; and (iii) all remaining assets of the Company will be distributed to the Partners as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Partners; provided that (x) any such sale to a Partner is made on an arms length basis under terms which are in the manner required best interest of the Company and (y) to the extent that any Partner has participated in an Expansion Option under Section 15.3, the Liquidator will hire an independent Appraiser to attribute (on the basis of its then-existing Fair Market Value) the proceeds from the sale of the Company property between each respective Expansion Project for which a Payout Amount has not been fully received by the ActParticipating Partners, and all other assets of the Company (such value for each respective Expansion Project, the “Expansion Liquidation Value”) and the Liquidator will repay any Partners’ Expansion Option loan pursuant to Section 15.3, but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Expansion Project, and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts of the Partners on a pro rata basis in accordance with each of their respective Partnership Interests; (B) with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) will be determined and the Capital Accounts of the Partners will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for such fair market value of that property on the date of distribution; and (C) Company property will be distributed among the Partners ratably in proportion to each Partner’s Partnership Interest; All distributions in kind to the Partners will be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities will be allocated to the distributee pursuant to this Section 12.2. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 12.2 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Company’s property. To the extent that a Partner returns funds to the Company, it has no claim against any other Partner for those funds.

Liquidation and Termination. (a) Upon dissolution As promptly as possible following the occurrence of the Companyan event requiring a winding up, unless such event requiring a winding up is cancelled or revoked, the Manager Managers shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany and make final distributions as provided herein and in the Company Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, liquidate the remaining Assets liquidator shall continue to operate the Company properties with all of the power and wind-up authority of the business Managers. The steps to be accomplished by the liquidator are as follows: (a) the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company. The Liquidating Manager shall cause a full accounting 's assets, liabilities, and operations through the last day of the Assets and liabilities of calendar month in which the Company to be taken and shall cause event requiring a winding up occurs or the Assets to be liquidated and the business to be wound up final liquidation is completed, as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b).applicable; (b) The proceeds of liquidation the liquidator shall be applied cause the notice described in the following order of priority: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidationSection 11.052(a)(2) of the BOC to be mailed to each known creditor of and claimant against the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations manner described in such Section 11.052(a)(2) of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.BOC; (c) The the liquidator shall pay, satisfy or discharge from Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the CompanyCompany (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (d) all remaining assets of the Company shall have been be distributed to the Members in as follows: (i) the manner provided for in this Agreement liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the Certificate fair market value of that property shall have be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been canceled reflected in the manner required capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the Actend of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.03. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 12.03 constitutes a complete return to the Member of its Capital Contribution and a complete distribution to the Member of its Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of Sections 101.154 through 101.156 of the BOC. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidators shall continue to operate the business Company properties with all of the Companypower and authority of the Manager. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of liquidation and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (d) all remaining assets of the Company shall be applied in distributed by the following order end of prioritythe Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation) as follows: (i) first, to the satisfaction of debts and liabilities (including expenses of liquidation) holders of the Company (whether by payment or Series B Preferred Units on a pro rata basis until the reasonable provision for payment thereof), if anyholders of such Series B Preferred Units receive, in the order respect of priority provided each Series B Preferred Unit held by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Actthem, the balance remaining in such reserve shall be distributed as provided herein) Series B Liquidation Preference Amount and (ii) second, to the Members, Members in accordance with Section 7.1. (c) Article IV. The Company shall terminate when (i) all distribution of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed cash and/or property to the Members in accordance with the manner provided for in provisions of this Agreement Section 14.02 and (ii) Section 14.03 below constitutes a complete return to the Certificate shall have been canceled Members of their Capital Contributions, a complete distribution to the Members of their interest in the manner required by 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.” (e) Schedule 1 to the Agreement shall be amended and restated in its entirety and replaced with Schedule 1 to this Amendment.

Liquidation and Termination. (a) Upon On the dissolution of the Company, the Manager Board of Managers shall act as liquidating trustee of the Company liquidator or (in such capacityits sole discretion) may appoint one or more representatives, the “Liquidating Manager”) and Members or other Persons as liquidator(s). The liquidators shall proceed diligently to wind up the affairs of the Company, liquidate Company and make final distributions as provided herein and in the remaining Assets and wind-up the business of the CompanyAct. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds costs of liquidation shall be applied 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 Board 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 following order of priority: (i) firstCompany’s liquidation, distributions to the satisfaction of debts and liabilities (including expenses of liquidation) of the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Company to third parties Members are required to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and made in accordance with Capital Account balances (as determined after making the Act, allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the balance remaining in such reserve shall be distributed liquidators are as provided herein) and (ii) second, to the Members, in accordance with Section 7.1.follows: (ca) The the liquidators shall pay, satisfy or discharge from the Company shall terminate when (i) funds all of the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine); (b) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Company shall have been be distributed to the Members Members, 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 manner provided for in this Agreement and corporation resulting from a Company Conversion); (ii) if, upon the Certificate 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 have been canceled be made equally and ratably in proportion to the manner required respective Capital Accounts attributable thereto; and (iii) any payments (but not distributions of stock of the corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be made on a pro-rata basis based on the aggregate reference amounts of the Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which resulting gain or loss shall be allocated to the Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704 -1(b) and other applicable provisions of the Code. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interests held by each such Member; provided, for the Actavoidance 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) Upon dissolution of the CompanyPartnership, the Manager Liquidator shall act as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and shall proceed to wind up the affairs of the Company, Partnership as expeditiously as business circumstances allow and proceed within a reasonable period of time to sell or otherwise liquidate the remaining Assets and wind-up the business assets of the Company. The Liquidating Manager shall cause a full accounting Partnership and, after paying or making due provision by the setting up of reserves for all liabilities to creditors of the Assets and liabilities of Partnership, distribute the Company to be taken and shall cause assets among the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom Partners in accordance with the provisions for the making of distributions set forth in this Article VIII. Any Net Profits or Net Losses or other items realized in connection with the liquidation of the Partnership’s assets shall be allocated among the Partners pursuant to Article IV (taking into account any distributions to be made pursuant to this Section 9.2(b) or (ii) 8.2 and, if the Liquidating Manager shall so determine, distributing the Assets a distribution in kind in accordance with Section 9.2(bis necessary, after allocating any Net Profits or Net Losses, realized or unrealized, attributable to such distribution). (b) The proceeds of liquidation No Partner shall be applied liable for the return of the Capital Contributions of other Partners; provided, that this provision shall not relieve any Partner of any other duty or liability it may have under this Agreement. (c) Upon liquidation of the Partnership, all of the assets of the Partnership, or the proceeds therefrom, shall be distributed or used as follows and in the following order of priority: : (i1) first, to for the satisfaction payment of the debts and liabilities (including of the Partnership and the expenses of liquidation; (2) to the setting up of any reserves which the Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines Liquidator may deem reasonably necessary to provide for any contingent, conditional contingent or unmatured unforeseen liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the balance remaining in such reserve shall be distributed as provided hereinPartnership; and (3) and (ii) second, to the Members, Partners in accordance with Section 7.14.2. (cd) The Company When the Liquidator has complied with the foregoing liquidation plan (and provided that no reserves are then being held in connection with Section 8.2(c)(2)), the Liquidator shall terminate when (i) all execute, acknowledge and cause to be filed an instrument evidencing the cancellation of the Assets of Certificate, at which time the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, Partnership shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actbe terminated.

Liquidation and Termination. (a) Upon On dissolution of the Company, the Manager Members shall act appoint one or more Members as liquidating trustee of the Company (in such capacity, the “Liquidating Manager”) and liquidator. The liquidator shall proceed diligently to wind up the affairs of the CompanyCompany 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, liquidate the remaining Assets and wind-up liquidator shall continue to operate the business Company properties with all of the Companypower and authority of the Board and the Members. The Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company steps to be taken and shall cause accomplished by the Assets to be liquidated and the business to be wound up liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by either or both a recognized firm of certified public accountants of the following methods: (i) selling Company’s assets, liabilities and operations through the Assets and distributing last day of the net proceeds therefrom calendar month in accordance with Section 9.2(b) which the dissolution occurs or (ii) if the Liquidating Manager shall so determinefinal liquidation is completed, distributing the Assets in kind in accordance with Section 9.2(b).as applicable; (b) The proceeds the liquidator shall pay, satisfy, or discharge from Company funds all of liquidation shall be applied in the following order of priority: (i) firstdebts, to the satisfaction of debts liabilities, and liabilities (including expenses of liquidation) obligations of the Company (whether including, without limitation, all expenses incurred in liquidation and any advances by payment a Member described in Section 5.7) or the reasonable otherwise make adequate provision for payment thereofand discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine), if any, in the order of priority provided by the Act ; and (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations c) all remaining assets of the Company to third parties to shall be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and distributed in accordance with the Act, the balance remaining in such reserve shall be distributed as provided herein) and (ii) second, to positive Capital Account balances of the Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of after giving effect to the Assets gain or loss resulting from the liquidation of the Company, by the end of the taxable year in which the Company is liquidated (or, if later, within 90 days after payment the date of such liquidation). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or due provision for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 15.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 15.2 constitutes a complete return to the Member of its capital contributions and a complete distribution to the Member of its Membership Interests and all debts, liabilities the Company’s property and obligations of constitutes an act to which all Members have consented. To the extent that a Member returns funds to the Company, shall have been distributed to the Members in the manner provided it has no claim against any other Member for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Actthose funds.