Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidator. 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 with all of the power and authority of the Board of Directors. 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’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 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 shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof; (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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.3 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors Members shall act as the liquidator or may appoint in writing one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsMembers. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day end of the calendar month in day on which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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 all remaining assets shall be distributed to the Company after Members. If there are two or more Members at such time, each Member's Capital Account shall first be adjusted by (i) assuming the date sale of dissolution; (g) the liquidator shall distribute all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the end liquidator) as of the taxable year date of dissolution of the Company during which and (ii) debiting or crediting each Member's Capital Account with its respective share of the liquidation hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of dissolution of the Company occurs (or, if later, 90 days after at its fair market value by the date of appraiser selected in the liquidationmanner provided above) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all distributions in kind distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be made subject in cash or in kind as determined by the liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the liability winding up of each distributee for costs, expenses and liabilities theretofore incurred or for which the affairs of the Company has committed prior and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the date of terminationcontrary, and those costs, expenses and liabilities no Member shall be allocated obligated to restore a deficit balance in its Capital Account at any time. (e) Upon completion of the distributees pursuant distribution of Company assets as provided herein, the Company shall be terminated and the Members shall cause the cancellation of the Company with the Delaware Secretary of State and take such other actions as may be necessary to this Section 10.02terminate the Company. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 10.2 shall constitute a complete return to the Member Members of its Capital Contributions and a complete distribution to the Member of its interest in the Company their respective Membership Interests 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 fundsCompany property.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of Rice Energy, the taxable year liquidator may distribute such properties in kind. All Net Profit and Net Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit and Net Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at fair market value. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.3(b). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit and Net Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit and Net Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.02. 8.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On (a) Upon dissolution of the CompanyPartnership, the Board of Directors shall act as the liquidator or Partners may appoint one or more Members liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as liquidatorprovided herein. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions distribution as provided herein and in the Act. The costs of liquidation shall be borne as a Company expenseherein. Until final distribution, the liquidator shall continue to operate the Company properties Partnership business with all of the power and authority of the Board of DirectorsManaging Partner. The steps to be accomplished by the liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership Properties, 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 applicableoccurs; (bii) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company 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 payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable provision to pay all contingentmay determine). To the extent the cash required for this purpose is not otherwise available, 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; (g) the liquidator shall distribute all remaining may sell assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement)Partnership for cash; and (hiii) after making payment or provision for all distributions debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Members shall Partners. The interests in Partnership Properties distributed to the Partners may be made subject to such liens, encumbrances and restrictions as affect the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to Partnership Properties on the date of terminationsuch 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 at the best cash price available therefore and those costsdistribute such cash, after deducting all expenses and liabilities reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the distributees pursuant to this Section 10.02winding up of the affairs of the Partnership and the final distribution of its assets. The distribution of cash and/or property to a Member the Partners in accordance with the provisions of this Section 10.02 constitutes 9.2 shall constitute a complete return to the Member Partners of its Capital Contributions and a complete distribution to the Member of its interest their respective Partnership Interest in the Company Partnership 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 fundsPartnership Properties.

Liquidation and Termination. On dissolution of the CompanyPartnership, unless it is reconstituted and continued as provided in Section 11.01, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.03) or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.0211.02. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 11.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 5.02(d) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of NGP, the taxable year liquidator may distribute such properties in kind. All Net Profit and Net Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit and Net Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at fair market value. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.3(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit and Net Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit and Net Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.02. 8.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit or Net Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if latergain, 90 days after the date of the liquidationloss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit or Net Loss (or other items of income, gain, loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.3. If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit and Net Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit and Net Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On dissolution of the Company, the Board of Directors Managing Member shall act as the liquidator or may appoint one or more Members Persons as liquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Company 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, the liquidator liquidators shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManaging Member. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) to the liquidator extent that any exist and only to the extent required by applicable Law, the liquidators shall cause the notice described in the Maryland Act to be mailed to each known creditor of and claimant against the Company prior to dissolving the Company in the manner described and required thereunder; (c) the liquidator liquidators shall pay, satisfy or discharge from Company funds funds, 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): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;Company; and (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; (g) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members in accordance with Section 4.01(a) by the end of the taxable year of the Company Taxable Year during which the liquidation of the Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or or property to a Member the Members in accordance with the provisions of this Section 10.02 14.02 and Section 14.03 below constitutes a complete return to the Member Members of its their Capital Contributions and Contributions, a complete distribution to the Member Members of its their interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Actconsented. 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. On dissolution of the CompanyPartnership, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.02) or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by Partnership shall be distributed to the end Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive Capital Account balances of the Partners, as determined after taking into account all Capital Account adjustments for the accounting year of the Company Partnership during which the liquidation of the Company Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the accounting year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 ninety (90) days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.0211.02. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 11.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership (unless it is reconstituted in accordance with Section 9.3), no further business shall be conducted except for the Board taking of Directors 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. The Managing Partner shall act as the liquidator or may appoint in writing one or more Members liquidators who shall have full authority to wind up the affairs of the Partnership and make final distribution as liquidatorprovided herein; provided, however, that, if the Managing Partner is not able to serve as liquidator and does not appoint a liquidator within a reasonable time after dissolution, the liquidator shall be a person selected in writing by a Majority in Interest of the Investor Partners. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions distribution as provided herein and in the Act. The costs of liquidation shall be borne as a Company expenseherein. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsManaging Partner. The steps liquidator is hereby authorized to be accomplished by take the liquidator are as followsfollowing action without the further consent or joinder of any Partner: (a) as As promptly as possible after dissolution and again after final liquidationcompletion of the liquidation and termination of the Partnership, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;termination occurs. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including but not limited to the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash. (c) After making payment or provision for all debts and discharge thereof;liabilities of the Partnership, the liquidator shall sell all properties and assets of the Partnership for cash as promptly as is consistent with obtaining the best price therefor. All gain, loss and amount realized on such sales shall be allocated to the Partners as provided in this Agreement, and the capital accounts of the Partners shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such sales to the Partners to satisfy any positive balances in their capital accounts, as so adjusted. (d) Notwithstanding Section 9.4(c), in the event of a dissolution and liquidation of the Partnership pursuant to an exchange or tender offer, the liquidator shall make reasonable may, after making provision to pay for all contingentdebts and liabilities of the Partnership, conditional or unmatured contractual claims known to first adjust the Company; capital account of each Partner by (ei) assuming the sale of all remaining assets of the Partnership for cash at their respective fair market values (as determined by the liquidator shall make in a manner consistent with the terms of such provision exchange or tender offer) 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; the dissolution of the Partnership and (gii) debiting or crediting each such capital account with such Partner’s respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such capital account would be debited or credited on the actual sales of such assets. If such exchange or tender offer is conducted pursuant to a disposition of all or substantially all of the assets of the Partnership or is otherwise binding on the Partners, the liquidator shall distribute all remaining securities or other assets received from the disposition of the Company Partnership assets to the Partners proportionately based on the Partners’ positive capital account balances, as so adjusted. In the event of an exchange or tender offer that is not binding upon all Partners, the liquidator shall then exchange for securities offered in the exchange or tender offer oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the sum of the positive balances in the capital accounts, as so adjusted, of the Partners who elect to accept the exchange or tender offer. The liquidator shall then distribute such securities to such accepting Partners on a basis reflecting the Partners’ respective positive balances, as so adjusted. The Managing Partner shall have, with respect to its Interests, the right to elect to receive a distribution in kind of Partnership oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the positive balance in its capital account, adjusted as provided above. The liquidator shall then sell the remaining property and distribute to the Investor Partners who elect not to accept the exchange or tender offer all remaining cash in amounts proportionate to any positive balances in such Partners’ capital accounts, as so adjusted. All gain, loss and amount realized on the sale of Partnership oil and gas properties by the liquidator to provide cash for distribution to such Investor Partners shall be allocated to such Investor Partners in the same proportions as the proceeds of such sale are distributed. (e) Any distributions to the Partners in liquidation of the Partnership shall be made by the later of (i) the end of the taxable year of the Company during in which the liquidation of the Company occurs (oras such term is defined in Treasury Regulation 1.704-1(b)(2)(ii)(g)) occurs, if later, or (ii) 90 days after the date of the such liquidation) . No Partner with a deficit balance in accordance with Section 3.02 (but subject his or its capital account after such distribution shall be liable to the Partnership or any other Partner for the amount of such deficit balance. (f) Notwithstanding the foregoing, if upon dissolution of the Partnership any Partner shall be indebted to the Partnership as a result of the failure to make a Capital Contribution required under this Agreement or otherwise, the liquidator shall retain such Partner’s share of cash or property that would otherwise be distributed and apply such cash or property and the income therefrom to the liquidation of such indebtedness and the cost of the operation of such assets during the period of such liquidation; provided, if the amount of such indebtedness has not been liquidated pursuant to the above procedure or otherwise paid by such Partner within six months of the dissolution of the Partnership, the liquidator may sell all or any portion of such property at a public or private sale for what is in the sole judgment of the liquidator the best price obtainable. The proceeds of such sale shall be applied to the liquidation of the indebtedness then owing by such Partner, and the balance of such proceeds, if any, shall be distributed to such Partner. (g) The liquidator shall comply with any requirements of the Delaware Act and all other applicable provisions in this Agreement); and (h) all distributions in kind laws pertaining to the Members shall be made subject to winding up of the liability affairs of each distributee for costs, expenses the Partnership and liabilities theretofore incurred or for which the Company has committed prior to the date final distribution of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 10.02its assets. The distribution of cash and/or or property to a Member the Partners in accordance with the provisions of this Section 10.02 constitutes 9.4 shall constitute a complete return to the Member Partners of its their Capital Contributions and a complete distribution to the Member Partners of its interest their interests in the Company Partnership and all of Partnership property, and no Partner shall have any recourse against 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 Managing Partner or any other Member for those fundsPartner if the cash so distributed shall be insufficient to return in full his Capital Contributions.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, unless it is continued as provided above, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; however, if the Partnership is dissolved because of an event occurring with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by the other Partner. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner 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 recognized Ernst & Young, LLC or such other firm of certified public accountants as is acceptable to the Limited Partner of the Company’s Partnership's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by Partnership shall be distributed to the end Partners as follows: (1) the liquidator may sell any or all Partnership property and the sum of (A) any resulting gain or loss from each sale plus (B) the taxable year fair market value of such property that has not been sold shall be determined and (notwithstanding the Company during which provisions of Article 9) income, gain, loss, and deduction inherent in such property (that has not been reflected in the liquidation Capital Accounts previously) shall be allocated among the Partners to the extent possible to cause the Capital Account balance of each Partner to equal the Company occurs amount distributable to such Partner under Article 8; and (or2) after Capital Accounts have been adjusted for all distributions under Article 8 and all allocations of Profits and Losses under Sections 9.3, if later9.9 and Section 10.2(c)(1), 90 days after the date of the liquidation) Partnership property shall be distributed in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds8.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board of Directors DLLCA, the Manager or a Person or Persons selected by the Manager shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. 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 authority of the Board of Directorsherein. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator liquidator, if requested by Quantum, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that, upon the consent of the taxable year of Manager, the Company during which the liquidation of the Company occurs (orliquidator may distribute such properties in kind. All gain, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 terminationloss, and those costs, expenses and liabilities amount realized on such sales shall be allocated to the distributees pursuant to this Section 10.02Members as provided in Exhibit A, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit A by the amount of any gains or losses that would have been recognized by the Members if such properties had been sold for their fair market value. The distribution liquidator shall then distribute the remaining proceeds of cash and/or property such sales pro rata among the Members in proportion to a Member in accordance their respective Sharing Ratios as of such time. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the provisions of this Section 10.02 constitutes a complete return DLLCA and all other applicable laws pertaining to the Member winding up of its Capital Contributions and a complete distribution to the Member affairs of its interest in the Company and all 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’s property , the Certificate and constitutes a compromise to which all Members have consented within the meaning qualifications of the Act. To Company as a foreign limited liability company in jurisdictions other than the extent that a Member returns funds State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (d) Notwithstanding any provision in this Agreement to the Companycontrary, it has no claim against Member shall be obligated to restore a deficit balance in its Capital Account at any other Member for those fundstime.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors Managers shall act as the liquidator or may appoint in writing one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManagers. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day end of the calendar month in day on which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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 all remaining assets shall be distributed to the Company after Members. If there are two or more Members at such time, each Member’s Capital Account shall first be adjusted by (i) assuming the date sale of dissolution; (g) the liquidator shall distribute all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the end liquidator) as of the taxable year date of dissolution of the Company during which and (ii) debiting or crediting each Member’s Capital Account with its respective share of the liquidation hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of date of dissolution of the Company occurs (or, if later, 90 days after at its fair market value by the date of appraiser selected in the liquidationmanner provided above) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all distributions in kind distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be made subject in cash or in kind as determined by the liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the liability winding up of each distributee for costs, expenses and liabilities theretofore incurred or for which the affairs of the Company has committed prior and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the date contrary, no Member shall be obligated to restore a deficit balance in his or her Capital Account at any time. (e) Upon completion of terminationthe distribution of Company assets as provided herein, the Company shall be terminated and the Manager shall cause Articles of Dissolution to be prepared and filed with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.4, and those costs, expenses and liabilities shall take such other actions as may be allocated necessary to terminate the distributees pursuant to this Section 10.02Company. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 10.2 shall constitute a complete return to the Member Members of its Capital Contributions and a complete distribution to the Member of its interest in the Company their respective Membership Interests 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 fundsCompany property.

Liquidation and Termination. On dissolution of the Company, the Board of Directors Managers shall act as the liquidator or may appoint one or more Members as liquidator. The liquidator Managers shall proceed diligently to wind up the affairs of the Company and make final distributions Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidator Managers shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManagers. The steps to be accomplished by the liquidator Managers are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator Managers shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator Managers shall cause the notice described in Section 18-203 of the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunderin such section; (c) the liquidator Managers shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Managers may reasonably determine); and (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; (g) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members as follows: (i) the Managers 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 fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of Distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those Distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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. On In connection with the winding up and dissolution of the Company, the Board of Directors Blackstone shall act as a liquidator (“Liquidator”), unless the liquidator or may appoint one or more Members as liquidatorBoard otherwise determines by Majority Consent. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in the Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Board upon Majority Consent. The costs of liquidation shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Board of DirectorsMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (b) the liquidator Liquidator shall cause the notice described in the Act any notices required by applicable Law to be mailed sent to each known creditor of and claimant against the Company in the manner described thereunderby applicable Law; (c) upon approval of the liquidator winding up and dissolution of the Company, the Liquidator shall, unless the Board otherwise determines by Majority Consent, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one (1) or more of the Members; provided, 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 and approved by the Common Units Member. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and conditions of this Agreement any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company funds assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) Company, or otherwise make adequate provision for payment payment, satisfaction and discharge thereof;; provided, however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations of the Members created by this Agreement; and (dii) the liquidator shall make reasonable provision to pay all contingentSecond, 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; (g) the liquidator shall distribute all remaining assets of the Company by shall be distributed to the 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) Members in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement5.3(a); and. (he) all All distributions in kind to the Members pursuant to Section 10.2(d)(ii) above shall be made subject to in the liability form of each distributee for costscash, expenses and liabilities theretofore incurred or for which unless the Company Board otherwise determines by Majority Consent. (f) When the Liquidator has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance complied with the provisions foregoing liquidation plan, the Liquidator (or the Board), on behalf of this Section 10.02 constitutes all Members, shall execute, acknowledge and cause to be filed a complete return to the Member Certificate of its Capital Contributions and a complete distribution to the Member of its interest in the 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 fundsCancellation.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, unless it is continued as provided above, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; however, if the Partnership is dissolved because of an event occurring with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by the other Partner. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner 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 recognized Ernst & Young, LLC or such other firm of certified public accountants as is acceptable to the Preferred Partner of the Company’s Partnership's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by Partnership shall be distributed to the end Partners as follows: (1) the liquidator may sell any or all Partnership property and the sum of (A) any resulting gain or loss from each sale plus (B) the taxable year fair market value of such property that has not been sold shall be determined and (notwithstanding the Company during which provisions of Article 9) income, gain, loss, and deduction inherent in such property (that has not been reflected in the liquidation Capital Accounts previously) shall be allocated among the Partners to the extent possible to cause the Capital Account balance of each Partner to equal the Company occurs amount distributable to such Partner under Article 8; and (or2) after Capital Accounts have been adjusted for all distributions under Article 8 and all allocations of Profits and Losses under Sections 9.3, if later9.9 and Section 10.2(c)(1), 90 days after the date of the liquidation) Partnership property shall be distributed in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds8.

Liquidation and Termination. On dissolution of the Company, the liquidator shall be a person selected by the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidatorDirectors. The liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as 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’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidator shall pay, satisfy or discharge from Company funds all of the 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;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 assets remaining: (i) The liquidator may sell any or all Company 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 Section 6.5; and (ii) With respect to all Company property that is not 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 or expense inherent in that property that has not been reflected in the Capital Accounts previously would be allocated among the Members as provided in Section 6.5 as if there were a taxable Disposition of that property for the fair market value of that property on the date of distribution. (d) the liquidator All remaining assets shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known be distributed to the Company;Members in accordance with Section 6.1(c); provided, however, that if the Capital Accounts of the Members who hold Class I-1 or I-2 Units do not correspond to the distributions to be made to the holders of the Class I-1 or I-2 Units pursuant to Section 6.1(c) after making the allocations set forth in Section 9.2(e) below (including unrealized gains and losses as provided in the definition of Gross Asset Value), then such distributions as between the holders of Class I-1 and I-2 Units shall be made solely in proportion to their positive Capital Account balances but shall not otherwise change the amount to be distributed to any other Member or in respect of any Units held by a Member in addition to his Class I-1 or I-2 Units. (e) If such distributions do not correspond to the liquidator shall make Capital Accounts of the Members immediately prior to such provision as will be reasonably likely to be sufficient to provide compensation distributions, then Profits and Losses including individual items of income, gain, loss and deduction for any claim against the Company which is the subject of a pending action, suit or proceeding to fiscal year in which the Company is a party;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 otherwise be distributed under Section 6.1(c). (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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all 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 expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.029.2. (g) 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 Regulation Section 1.704-1(b)(2)(ii). The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 9.2 constitutes a complete return to the Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company Membership Interest and all of 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. (h) 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 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 9.2 and if the total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for all the Membership Interests.

Liquidation and Termination. On dissolution winding up of the CompanyPartnership, the liquidator shall be a person selected by the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidatorManagers. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership at the direction of the Board of Managers and make final distributions as provided herein in this Agreement and in the Act. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidator shall pay, satisfy or discharge from Company Partnership funds all of the debtsdebts (including debts owing to any Partner), liabilities and obligations of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;thereof (including the establishment of a cash or stock escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). Without limiting the foregoing, the liquidator shall be permitted to sell or retain any Eclipse Common Stock owned by the Partnership, if necessary, in order to comply with its obligations under this Section 10.2(b). (c) To the extent that the Partnership has any Eclipse Common Stock or other assets remaining after the application of Section 10.2(b), the Fair Market Value of such Eclipse Common Stock or other assets 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 property that has not been reflected in the Capital Accounts previously would be allocated among the Partners under Section 5.1 if there were a taxable disposition of that property for the Fair Market Value of that property on the date of distribution. (d) the liquidator All remaining assets shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known be distributed to the Company;Partners in accordance with their respective Distribution Percentages in accordance with Section 5.4 (pursuant to an Authorized Shares Distribution to the extent such assets consist of Eclipse Common Stock); provided, however, that if the Partnership is liquidated by reason of Section 10.1(c), the Class A Units, Class B Units and Class C Units will be distributed to the Partners who made a contribution to the Partnership of such Units under Section 4.1. If such distributions do not correspond to the positive Capital Account balances of the Partners immediately prior to such distributions, then Profits and Losses or any item of income, gain, loss and deduction for the fiscal year in which the liquidation occurs shall be reallocated among the Partners to cause, to the extent possible, the Partners’ positive Capital Account balances immediately prior to such distribution to correspond to the amounts to be distributed under this subsection (d). (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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all All distributions in kind to the Members Partners shall be valued for purposes of determining each Partner’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 expenses, and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.0210.2. (f) Any distribution to the Partners in liquidation of the Partnership shall be made no later than the times prescribed in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulation Section 1.704-l(b)(2)(ii)(g). The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 10.2 constitutes a complete return to the Member Partner of its Capital Contributions Contribution and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the Company, Partnership the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the 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 Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.027.2. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 7.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members other Persons as liquidatorliquidator (the “Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as possible practicable after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator Liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company funds all of the debts, debts and liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the Liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company shall 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 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 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 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.028.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company Common Interests and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Actproperty. 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. On dissolution of the Company, Partnership the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the 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 Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.027.2. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 7.2 constitutes a complete return to the Member Partner of its Capital Contributions capital contributions and a complete distribution to the Member Partner of its partnership interest in the Company and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors shall act as the liquidator or General Partner may appoint one or more Members Persons as liquidatorliquidator(s). The liquidator shall will proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsPartners. 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 will cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge will pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including 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 payment contingent liabilities in such amount and discharge thereoffor such term as the liquidator may reasonably determine); and (c) the Partnership will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Partnership property, and any resulting gain or loss from each sale will be computed and allocated to the Partners pursuant to Section 5.3; (dii) with respect to all Partnership property that has not been sold, the liquidator shall make reasonable provision Fair Market Value of that property will be determined and the Capital Accounts of the Partners will be adjusted to pay all contingentreflect the manner in which the unrealized income, conditional or unmatured contractual claims known to gain, loss, and deduction inherent in that property that has not been reflected in the CompanyCapital Accounts previously would be allocated among the Partners if there were a taxable Transfer of that property for the Fair Market Value of that property on the date of distribution; (eiii) the liquidator shall make such provision as thereafter, Partnership property will be reasonably likely distributed among the Partners in accordance with Section 5.1. All distributions made pursuant 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; (fthis Section 10.2(c)(iii) 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; (g) the liquidator shall distribute all remaining assets of the Company by the end of the such taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 within ninety (90) days after the date of the such liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and. (hd) all All distributions in kind to the Members shall Partners will be made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses and liabilities shall will be allocated to the distributees distributee pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds10.2.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors Manager or, if the Manager so desires, a Person selected by the Manager, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManager. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors Members shall act as the liquidator or may appoint in writing one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of Directorsa Manager. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day end of the calendar month in day on which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause sell such of the notice described in the Act to be mailed to each known creditor assets of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds as may be sold on reasonable terms and pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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 each Member's Capital Account shall then be adjusted by (i) assuming the Company after the date sale of dissolution; (g) the liquidator shall distribute all any remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of dissolution of the Company and (ii) debiting or crediting the Member's Capital Account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) make Distributions to the Members of such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a Distribution shall be in cash or in kind as determined by the liquidator. Any Distribution in kind, to the extent possible in complying with the foregoing provisions of this subsection (b), shall be made to each Member in proportion to its Membership Interest in the assets so distributed. Notwithstanding the foregoing provisions of this subsection (b) to the contrary, however, if a Member so elects by notice in writing delivered to the liquidator, the liquidator shall not sell such Member's interest in the assets and property of the Company and instead shall distribute all of such interest, subject to such Member's share of any Company obligations, to such Member in kind. Any Distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year of the Company during in which the liquidation of the Company occurs or ninety (or, if later, 90 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 Regulation Subsection 1.704-1(b)(2)(ii) as in accordance effect at such time. (c) No Member shall be obligated to restore a negative balance in its Capital Account at any time. (d) Except as expressly provided herein, the liquidator shall comply with Section 3.02 (but subject any applicable requirements of the Act, including Sections 18-803 and 18-804 thereof, and all other applicable laws pertaining to the other applicable provisions in this Agreement); andwinding up of the affairs of the Company and the final Distribution of its assets. (he) 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 10.02. The distribution Distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 7.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution Distribution to the Member Members of its their interest in the Company and all of Company property, save and except for any contingent future interest that the Company’s Members may have in any cash or property and constitutes a compromise placed in an escrow fund to which all Members have consented within the meaning of the Act. To the extent satisfy contingent liabilities that a Member returns funds to the Company, it has no claim against any other Member for those fundsultimately is not used therefor.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board of Directors DLLCA, all Unvested Units shall immediately vest in full and become Vested Units, and the Manager or a Person or Persons selected by the Manager shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. 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 authority of the Board of Directorsherein. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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; (g) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidator may sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor, and any resulting gain or loss from such sales shall be allocated to the Members as provided in Section 4.2, and the Capital Accounts of the Members shall be adjusted accordingly; (ii) upon the consent of the Manager, the liquidator may distribute Company properties in kind, in which case 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 distribution 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 Article 3 and Section 4.1(b), and those distributions shall be made by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if latergain, 90 days after the date of the liquidationloss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain, loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a) (subject to the last sentence of Section 4.4(b)). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.3 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, unless reconstituted under Section 8.2, the Board General Partner or, if the withdrawal of Directors the General Partner caused the dissolution of the Partnership, a person selected by any group of Limited Partners whose combined Sharing Ratios are greater than 50%, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board General Partner (including without limitation the power to sell all or substantially all of Directorsthe assets of the Partnership as provided in Section 5.1). The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Partner, shall cause a proper accounting to be made by a recognized firm of certified public the Partnership’s independent accountants of the CompanyPartnership’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Partnership and after making adjustments for all profits, losses and distributions for the taxable year, the Partners’ Capital Accounts shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to then be adjusted by (i) assuming 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 sale 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of termination of the Partnership and (ii) debiting or crediting each Partner’s Capital Account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as each such Capital Account would be debited or credited with gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of termination of the Partnership at its fair market value by the appraiser selected in the manner provided above) distribute to the Partners such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be in cash or in kind as determined by the liquidator. The liquidator shall have authority to either (A) sell all or a portion of the Partnership’s assets and distribute the net proceeds or (B) distribute the Partnership’s assets to the Partners in such manner as the liquidator may deem appropriate. Any distribution to the Partners in liquidation of the Partnership shall be made by the later of either the end of the taxable year of the Company during in which the liquidation of the Company occurs (or, if later, 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 Regulation § 1.704-1(b)(2)(ii) as in accordance with Section 3.02 (but subject effect at such time. Each Partner shall have the right to the other applicable provisions in this Agreement); and (h) all distributions designate another person to receive any property which otherwise would be distributed 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 that Partner pursuant to this Section 10.028.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Partner shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Partners in accordance with the provisions of this Section 10.02 constitutes 8.3 shall constitute a complete return to the Member Partners of its their Capital Contributions and a complete distribution to the Member Partners of its their interest in the Company Partnership 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 fundsPartnership property.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board of Directors Act, the Managing Member or a Person or Persons selected by the Managing Member shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. 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 authority of the Board of Directorsherein. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including 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 for such term as the liquidator may reasonably determine). After making payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of the taxable year of Members, the Company during which the liquidation of the Company occurs (orliquidator may distribute such properties in kind. All gain, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 terminationloss, and those costs, expenses and liabilities amount realized on such sales shall be allocated to the distributees pursuant to this Section 10.02Members as provided in Exhibit D, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit D by the amount of any gains or losses that would have been recognized by the Members if such properties had been sold for their fair market value. The distribution liquidator shall then distribute the remaining proceeds of cash and/or property such sales to a Member the Members in accordance with the provisions of this Section 10.02 constitutes a complete return to the Member of its positive balance in their Capital Contributions and a complete distribution to the Member of its interest in the 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 fundsAccounts.

Liquidation and Termination. On dissolution Upon the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board of Directors DLLCA, all Unvested Units shall immediately vest in full and become Vested Units, and the Manager or a Person or Persons selected by the Manager shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. 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 authority of the Board of Directorsherein. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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; (g) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidator may sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor, and any resulting gain or loss from such sales shall be allocated to the Members as provided in Section 4.2, and the Capital Accounts of the Members shall be adjusted accordingly; (ii) upon the consent of the Manager, the liquidator may distribute Company properties in kind, in which case 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 distribution 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 Article 3 and Section 4.1(b), and those distributions shall be made by the 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). (c) in accordance Except as expressly provided herein, the liquidator shall comply with Section 3.02 (but subject any applicable requirements of the DLLCA and all other applicable laws pertaining to the other applicable provisions in this Agreement); and (h) all distributions in kind to winding up of the Members shall be made subject to the liability affairs 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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’s property , the Certificate and constitutes a compromise to which all Members have consented within the meaning qualifications of the Act. To Company as a foreign limited liability company in jurisdictions other than the extent that a Member returns funds State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (d) Notwithstanding any provision in this Agreement to the Companycontrary, it has no claim against Member shall be obligated to restore a deficit balance in its Capital Account at any other Member for those fundstime.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership (unless it is reconstituted and its business continued without being wound up as provided for in Section 10.2(b)), the Board of Directors General Partner shall act as the liquidator or may appoint in writing one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final distributions distribution as provided herein and herein; provided, however, that if one of the events specified in Section 10.1(c),(e), (f), (g), (h) or (i) has occurred as a result of an act by the ActGeneral Partner, the liquidator shall be a person selected in writing by the Limited Partner. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as 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 the Partnership's independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Partnership, the Partners' capital accounts shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to then be adjusted by (i) assuming 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 sale 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership for cash at their respective fair market values (as determined by an appraiser selected by the Limited Partner within 30 days after receipt by the Limited Partner of notice that the liquidator has paid or made provision for all debts and liabilities of the Partnership) as of the date of termination of the Partnership, (ii) assuming the distribution of such cash at such time in the percentages required under Sections 4.3, taking into account whether the end of the Phase I Period has occurred or would occur as a result of such distribution, and (iii) debiting or crediting each Partner's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as each such capital account would be debited or credited for gains or losses on actual sales of such assets. In the event that the Limited Partner fails to notify the General Partner of its selection of an appraiser pursuant to the preceding sentence within the time period specified therein, the General Partner shall be entitled to select such appraiser. The liquidator shall then distribute all remaining cash and property to the Partners in the percentages provided in Section 4.3 with any distribution of property (valued as of the date of distribution at its fair market value by the appraiser selected in the manner provided above) being treated as a distribution of cash for purposes of determining whether the end of the Phase I Period has occurred or will occur as a result of such distribution. To the extent possible and provided that the ownership of such property would not be in violation of any rule or regulation then applicable to the Limited Partner, such a distribution shall be in kind unless otherwise agreed to by the General Partner and the Limited Partner. In making any distributions of property, the liquidator shall distribute, to the extent possible, undivided interests in each Lease in the same percentages as the Partners share revenues from such Lease. It is intended that the foregoing distributions to each Partner will be equal to each Partner's respective positive capital account balance as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of items of income, gain, loss and deduction realized by the Partnership during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution. To the extent that any such Partner's positive capital account balance does not correspond to such distribution, the allocations provided for in Section 4.1 and Section 4.2 shall be adjusted, to the least extent necessary, to produce a capital account balance for the Partner which corresponds to the amount of such distribution. Each Partner shall have the right to designate another person to receive any property which otherwise would be distributed in kind to that Partner pursuant to this Section 10.3 and Section 10.2 if that Section is applicable. Any distributions to the Partners in liquidation of the Partnership shall be made by the later of the end of the taxable year of the Company during in which the liquidation of the Company occurs (oroccurs, if later, 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 Regulation ss. 1.704-1(b)(2)(ii)(g) as in accordance with Section 3.02 effect at such time. (but c) Any Leases distributed to the Partners shall be subject to the operating agreements then in effect with respect to such Leases; provided, however, that if any of such Leases is subject to an operating agreement to which an unaffiliated third person is not a party, such Leases shall be subject to a standard form operating agreement as shall be agreed upon by the Partners. Upon written request made by any Partner, the liquidator shall sell the Partnership Leases and other applicable provisions properties and assets that otherwise would be distributable to such Partner under this Section 10.3 at the best cash price available therefor and distribute such cash (after deducting all expenses reasonably relating to such sale) to such Partner. Such sale shall be on behalf of such Partner and shall be treated as the sale by such Partner of its interest in this Agreement); andsuch properties, and any gain or loss attributable to such sale and any proceeds therefrom shall be for the account of such Partner. (hd) all distributions in kind to the Members The provisions of subsections (b) and (c) of this Section 10.3 shall be made subject to the liability effect of each distributee for costsSection 10.2 if that Section is applicable. (e) Except as expressly provided herein, expenses the liquidator shall comply with any applicable requirements of the Act and liabilities theretofore incurred or for which the Company has committed prior all other applicable laws pertaining to the date winding up of termination, the affairs of the Partnership and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 10.02. final distribution of its assets. (f) The distribution of cash and/or property to a Member the Limited Partners in accordance with the provisions of this Section 10.02 constitutes 10.3 shall constitute a complete return to the Member Limited Partner of its Capital Contributions and a complete distribution to the Member Limited Partner of its interest interests in the Company Partnership and all of the Company’s property and constitutes Partnership property. (g) No Partner with a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds negative balance in its capital account shall be liable to the Company, it has no claim against Partnership or any other Member Partner for those fundsthe amount of such negative balance upon dissolution and liquidation.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors shall act as the liquidator or General Partner may appoint one or more Members Persons as liquidatorliquidator(s). The liquidator shall will proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsPartners. 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 will cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge will pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including 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 payment contingent liabilities in such amount and discharge thereoffor such term as the liquidator may reasonably determine); and (c) the Partnership will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Partnership property, and any resulting gain or loss from each sale will be computed and allocated to the Partners pursuant to Section 5.3; (dii) with respect to all Partnership property that has not been sold, the liquidator shall make reasonable provision Fair Market Value of that property will be determined and the Capital Accounts of the Partners will be adjusted to pay all contingentreflect the manner in which the unrealized income, conditional or unmatured contractual claims known to gain, loss, and deduction inherent in that property that has not been reflected in the CompanyCapital Accounts previously would be allocated among the Partners if there were a taxable Transfer of that property for the Fair Market Value of that property on the date of distribution; (eiii) the liquidator shall make such provision as thereafter, Partnership property will be reasonably likely distributed among the Partners in accordance with Section 5.1(a). All distributions made pursuant 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; (fthis Section 10.2(c)(iii) 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; (g) the liquidator shall distribute all remaining assets of the Company by the end of the such taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 within ninety (90) days after the date of the such liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and. (hd) all All distributions in kind to the Members shall Partners will be made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses and liabilities shall will be allocated to the distributees distributee pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds10.2.

Liquidation and Termination. On dissolution of the Company, the liquidator shall be a Person selected by the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidatorDirectors. The liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible reasonably 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’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidator shall pay, satisfy or discharge from Company funds all of the 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 thereofthereof (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 assets remaining: (i) The liquidator may sell any or all Company 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 Exhibit D; (ii) With respect to all Company property that is not 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 under Exhibit D if there were a taxable disposition of that property for the Fair Market Value of that property on the date of distribution; and (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; (g) the liquidator shall distribute all All remaining assets of the Company by shall be distributed to the 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) Members in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and5.3. (he) all 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 (net of any liability to which such in-kind distribution is subject), and such distributions shall be made subject to the liability of each distributee for costs, expenses expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.0210.2. (f) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 days after the date of such liquidation; provided, however, that the liquidator shall be authorized to cause the Company to retain assets, or to place assets in a liquidating trust for the benefit of the creditors of the Company and the Members, to the extent that (and for so long as) the liquidator determines, in its reasonable discretion, that the retention of such assets is necessary or appropriate in order to satisfy contingent liabilities of the Company. For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulation Section 1.704- 1(b)(2)(ii)(g). The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 10.2 constitutes a complete return to the Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company Membership Interest and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 7-80-502(2) 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) Upon a distribution in liquidation of the Company, (i) if any Member has a positive Advance Amount, distributions that such Member would otherwise receive under Section 10.2 shall be reduced by the amount of such positive Advance Amount, and (ii) if the positive Advance Amount of a Member exceeds the amount such Member would be entitled to receive under Section 10.2 (the “Excess Advance Amount”), such Member shall contribute the amount of such Excess Advance Amount to the Company, which amount shall be distributed in accordance with Section 10.2.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, the Board of Directors Managing General Partner shall act as the liquidator or may appoint in writing one or more Members as liquidator. 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows:more (a) as 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’s Partnership's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company Partnership (including all expenses incurred in liquidationliquidation and any advances made by the General Partners pursuant to Section 3.6) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Partnership, the Partners' Capital Accounts shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to then be adjusted by (i) assuming 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 sale 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of termination of the Partnership, and (ii) debiting or crediting each Partner's Capital Account with its respective share of the hypothetical gains or losses (including Simulated Gains and Simulated Losses) resulting from such assumed sales in the same manner as each such Capital Account would be debited or credited under Section 8.1(b) on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of termination of the Partnership at its fair market value by the appraiser selected in the manner provided above) distribute to the Partners such amounts as are required to pay the positive balances of their respective Capital Accounts. If the dissolution of the Partnership is an event of withdrawal of one of the General Partners, a Majority in Interest of the other General Partners may determine whether distributions in liquidation of the Partnership will be made in kind or in cash. In the event of a dissolution of the Partnership by judicial decree, distributions in liquidation of the Partnership will be made in cash unless all General Partners agree to the distribution of properties. Otherwise, such distributions shall be in kind or in cash as determined by the Management Committee. No Partner with a negative balance in its Capital Account shall be liable to the Partnership or any other Partner for the amount of such negative balance upon dissolution and liquidation, except to the extent of any unpaid Capital Contributions that are required to be contributed by such Partner under Article III. Any distribution to the Partners in liquidation of the Partnership shall be made by the later of the end of the taxable year of the Company during in which the liquidation of the Company occurs (or, if later, 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 Regulation Section 1.704-1(b)(2)(ii) as in accordance with Section 3.02 effect at such time. Each (but c) Any Leases distributed to the Partners shall be subject to the operating agreements then in effect with respect to such Leases; provided, however, that if any of such Leases are not subject to an operating agreement to which an unaffiliated third person is a party, such Leases shall be subject to a standard form operating agreement (including an accounting procedure) as shall be determined by the Management Committee. Upon written request made by any Partner, the liquidator shall sell the Partnership Leases and other applicable provisions in properties and assets that otherwise would be distributable to such Partner under this Agreement); and Section 11.2 at the best cash price available therefor and distribute such cash (hafter deducting all expenses reasonably relating to such sale, which shall include a reasonable charge for the liquidator's services associated therewith) all distributions in kind to such Partner. Any gain or loss attributable 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 sale shall be allocated to such Partner. (d) Except as expressly provided herein, the distributees pursuant liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to this Section 10.02the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution of cash and/or property to a Member the Partners in accordance with the provisions of this Section 10.02 constitutes 11.2 shall constitute a complete return to the Member Partners of its their Capital Contributions and a complete distribution to the Member Partners of its interest their interests in the Company Partnership 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 fundsPartnership property.

Liquidation and Termination. On dissolution of the Company, Partnership the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a) (4)-(12) of the Delaware Act with respect to the General Partner, the 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 Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.027.2. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 7.2 constitutes a complete return to the Member Partner of its Capital Contributions capital contributions and a complete distribution to the Member Partner of its partnership interest in the Company and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the Company, the liquidator shall be a person selected by the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidatorDirectors. The liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as 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’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidator shall pay, satisfy or discharge from Company funds all of the 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;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 assets remaining: (i) The liquidator may sell any or all Company 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 Section 6.5; and (ii) With respect to all Company property that is not 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 or expense inherent in that property that has not been reflected in the Capital Accounts previously would be allocated among the Members as provided in Section 6.5 as if there were a taxable Disposition of that property for the fair market value of that property on the date of distribution. (d) the liquidator All remaining assets shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known be distributed to the Company;Members in accordance with Section 6.1(c); provided, however, that if the Capital Accounts of the Members who hold Class I-1 or I-2 Units do not correspond to the distributions to be made to the holders of the Class I-1 or I-2 Units pursuant to Section 6.1(c) after making the allocations set forth in Section 9.2(e) below (including unrealized gains and losses as provided in the definition of Gross Asset Value), then such distributions as between the holders of Class I-1 and I-2 Units shall be made solely in proportion to their positive Capital Account balances but shall not otherwise change the amount to be distributed to any other Member or in respect of any Units held by a Member in addition to his Class I-1 or I-2 Units. (e) If such distributions do not correspond to the liquidator shall make Capital Accounts of the Members immediately prior to such provision as will be reasonably likely to be sufficient to provide compensation distributions, then Profits and Losses including individual items of income, gain, loss and deduction for any claim against the Company which is the subject of a pending action, suit or proceeding to fiscal year in which the Company is a party;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 otherwise be distributed under Section 6.1(c). (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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all 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 expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.029.2. (g) 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 Regulation Section 1.704-1(b)(2)(ii). The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 9.2 constitutes a complete return to the Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company Membership Interest and all of the Company’s '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. (h) 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 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 9.2 and if the total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for all the Membership Interests.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a); provided that no holder of Incentive Units shall be entitled to receive liquidating distributions pursuant to this Section 10.028.3 to the extent such distribution would result in such holder receiving aggregate distributions with respect to Incentive Units in excess of the aggregate Net Profit, Simulated Gain or other items of income or gain allocated to such holder with respect to such Incentive Units (any such excess shall be distributed to the other Members in accordance with Section 4.4(a)). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.3 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On dissolution of the Company, a majority of the Board of Directors shall act as the liquidator or Managers may appoint one or more Members Persons as liquidatorliquidator(s). The liquidator shall will proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Company properties with all of the power and authority of the Board of DirectorsMembers. 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 will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge will pay from Company funds all of the debts, debts and liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate reasonable provision therefor (including, without limitation, the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereoffor such term as the liquidator may reasonably determine); and (c) the Company will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Company property, and any resulting gain or loss from each sale will be computed and allocated to the Members pursuant to Section 5.01(b); (dii) with respect to all Company property that has not been sold, 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 fair market value of that property will be reasonably likely determined and the Capital Accounts of the Members will be adjusted to be sufficient to provide compensation for any claim against reflect the Company which is the subject of a pending action, suit or proceeding to manner in which the Company is a party; (f) the liquidator shall make such provision as will be reasonably likely to be sufficient for claims unrealized income, gain, loss, and deduction inherent in property that have has not been made known to reflected in the Company or Capital Accounts previously would be allocated among the Members if there were a taxable Transfer of that have not arisen but that, based property for the fair market value of that property on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution;distribution; and (giii) thereafter, Company property will be distributed among the liquidator shall distribute all remaining assets of the Company Members in accordance with Section 5.01(b). All distributions made pursuant to this Section 11.02(c)(iii) will be made by the end of the such taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 within ninety (90) days after the date of the such liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and. (hd) all All distributions in kind to the Members shall will be made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, termination and those costs, expenses and liabilities shall will be allocated to the distributees distributee pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds11.02.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members Managers shall serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the ActDelaware Corporation General Law. 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 authority of the Board of DirectorsManagers. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a professional accountant to make a proper accounting to be made by a recognized firm of certified public accountants of the Company’s Company?s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the The liquidator shall cause the notice described in the Act required by Delaware Corporation General Law to be mailed to each known creditor of and claimant against the Company and the notice and to be published in the manner described thereunder;therein. (c) the liquidator The assets shall paybe distributed in accordance with Delaware Corporation General Law, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company except as set forth in (including all expenses incurred in liquidationd) or otherwise make adequate provision for payment and discharge thereof;below. (d) the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known The distribution of assets to the Company;Members shall be as follows: (ei) 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 liquidator 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 make such provision as will be reasonably likely determined and the capital accounts of the Members shall be adjusted to be sufficient to provide compensation for any claim against reflect the Company which is the subject of a pending action, suit or proceeding to manner in which the Company is unrealized income, gain, loss, and deduction inherent in property that has not previously been reflected in the capital accounts would be allocated among the Members if there were a party; (f) taxable disposition of that property for the liquidator shall make such provision as will be reasonably likely to be sufficient for claims fair market value of that have not been made known to the Company or that have not arisen but that, based property on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; distribution; and (giii) Company property shall be distributed among the liquidator shall distribute Members in accordance with the positive capital account balances of the Members, as determined after taking into account all remaining assets 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 end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . 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, termination and those costs, expenses and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.02Section. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 constitutes a complete return to the Member of its Capital Contributions capital contributions and a complete distribution to the Member of its interest in the Company Membership Interest and all of the Company’s 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 fundsDelaware Corporation General Law.

Liquidation and Termination. On Upon dissolution of the Company, a Majority of the Board of Directors Managers shall act as the liquidator or may appoint in writing one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManagers. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day end of the calendar month in day on which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including without limitation the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof; (d) for such term as the liquidator shall make reasonable may reasonably determine). After making payment or provision to pay for 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 debts and liabilities 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 all remaining assets shall be distributed to the Company after Member. If there are two or more Members at such time, each Member’s Capital Account shall first be adjusted by (i) assuming the date sale of dissolution; (g) the liquidator shall distribute all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the end liquidator) as of the taxable year date of dissolution of the Company during which and (ii) debiting or crediting each Member’s Capital Account with its respective share of the liquidation hypothetical gains or losses resulting from such assumed sales in the same manner such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of dissolution of the Company occurs (or, if later, 90 days after at its fair market value by the date of appraiser selected in the liquidationmanner provided above) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all distributions in kind distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be made subject in cash or in kind as determined by the liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, and all other applicable laws pertaining to the liability winding up of each distributee for costs, expenses and liabilities theretofore incurred or for which the affairs of the Company has committed prior and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the date contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. (e) Upon completion of terminationthe distribution of Company assets as provided herein, the Company shall be terminated and the Managers shall cause the cancellation of the Company with the Delaware Secretary of State, and those costs, expenses and liabilities shall take such other actions as may be allocated necessary to terminate the distributees pursuant to this Section 10.02Company. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 9.2 shall constitute a complete return to the Member Members of its Capital Contributions and a complete distribution to the Member of its interest in the Company their respective Membership Interests 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 fundsCompany property.

Liquidation and Termination. On dissolution of the Company, the Board of Directors Managers shall act as the liquidator liquidating trustee or may appoint one or more Members as liquidatorliquidating trustee. The liquidator liquidating trustee 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 liquidating trustee shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsManagers. The steps to be accomplished by the liquidator liquidating trustee are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator liquidating trustee shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.4) or otherwise make adequate provision for payment and discharge thereof;thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidating trustee may reasonably determine); and: (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidating trustee may sell any or all Company property, including to Members, and any resulting Profit or Loss from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in Article V of this Operating Agreement; (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 Profit, Loss, income, gain, loss, and deduction inherent in such property that has not previously been reflected in the Capital Accounts would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.0212.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of with respect to its Membership Interest and the Member's interest in the Company and all of the Company’s property 's property, and constitutes a compromise to which all Members have consented within the meaning of Section 18-502 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, except to the extent any Member is obligated to return a distribution to the Company pursuant to Section 18-804(c) of the Act.

Liquidation and Termination. On dissolution of the Company, the liquidator shall be a Person selected by the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidatorManagers. The liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board of Managers 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as 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’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the The liquidator shall pay, satisfy or discharge from Company funds all of the 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;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 assets remaining: (i) The liquidator may sell any or all Company 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 Section 5.2; and (ii) With respect to all Company property that is not 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 under Section 5.2 if there were a taxable Disposition of that property for the Fair Market Value of that property on the date of distribution. (d) the liquidator All remaining assets shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known be distributed to the Company;Members in accordance with Section 5.1. If such distributions do not correspond to the positive Capital Account balances of the Members immediately prior to such distributions, then income, gain, loss and deduction for the fiscal year in which the liquidation occurs (and if necessary and allowable and determined to be appropriate by the Board of Managers in prior fiscal years) shall be reallocated among the Members to cause, to the extent possible, the Members’ positive Capital Account balances immediately prior to such distribution to correspond to the amounts to be distributed under this Section 10.2(d). (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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all 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 expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.0210.2. (f) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or ninety (90) days after the date of such liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 10.2 constitutes a complete return to the Member of its Capital Contributions Contribution and a complete distribution to the Member of its interest in the Company Membership Interest and all of 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.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Board of Directors Administrative Member shall act as the liquidator or may appoint one or more Members other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Administrative Member, the 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 Company and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsAdministrative 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 recognized firm of certified public accountants acceptable to Dividend Member of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject shall be distributed to the other applicable 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 this Agreementsuch property (that has not been reflected in the 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 (h2) all distributions in kind Company property shall be distributed 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 10.02. The distribution of cash and/or property to a Member as provided in accordance with the provisions of this Section 10.02 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 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 fundsSections 8.2and 8.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17.402(a)(4)-(11) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.03) or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.0211.02. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 11.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(d) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Board of Directors Administrative Member shall act as the liquidator or may appoint one or more Members other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Administrative Member, the 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 Company and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsAdministrative 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 recognized firm of certified public accountants acceptable to Dividend Member of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject shall be distributed to the other applicable 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 this Agreementsuch property (that has not been reflected in the 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 (h2) all distributions in kind Company property shall be distributed 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 as provided in Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds8.3.

Liquidation and Termination. On Upon dissolution of the Company, unless it is continued as provided above, the Board of Directors Administrative Member shall act as the liquidator or may appoint one or more Members other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Administrative Member, the 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 Company and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsAdministrative 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 recognized firm of certified public accountants acceptable to Dividend Member of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company by the 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) in accordance with Section 3.02 (but subject shall be distributed to the other applicable Members (i) 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 this Agreementsuch property (that has not been reflected in the 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)(ii); and (hii) all distributions in kind Company properly shall be distributed 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 as provided in Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds8.2.

Liquidation and Termination. On Upon dissolution of the CompanyPartnership, the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members as liquidator. The liquidator who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final distributions distribution as provided herein and in herein. In the Act. The costs of liquidation shall be borne General Partner's capacity as a Company expense. Until final distributionliquidator, the liquidator it shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Partner, shall cause a proper accounting to be made by a recognized firm of certified public the Partnership's independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company Partnership (including 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 for payment and discharge thereof; (d) on such terms as the liquidator may reasonably determine). After making payment or provision for payment of all debts and liabilities of the Partnership, the Partners' capital accounts shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to then be adjusted by payment of (i) assuming 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 sale 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership for cash at their respective fair market values (as determined by the liquidator using such reasonable method of evaluation as it may adopt) as of the date of termination of the Partnership, (ii) assuming the distribution of such cash at such time in the percentages required under Section 3.5(a), and (iii) debiting or crediting each Partner's capital account with its respective share of the hypothetical gains or loses resulting from such assumed sales in the same manner as each such capital account would be debited or credited with gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of termination of the Partnership at its fair market value in the manner provided above) distribute such cash or property among the Partners in accordance with the positive balances of their respective capital accounts in accordance with Article IV, 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. Such a distribution shall be in cash or in kind as determined by the liquidator. Any distribution to the Partners in liquidation of the Partnership shall be made by the later of either the end of the taxable year of the Company during in which the liquidation of the Company occurs (or, if later, 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 Regulation Section 1.704-1(b)(2)(ii) as in accordance with Section 3.02 (but subject effect at such time. Each Partner shall have the right to the other applicable provisions in this Agreement); and (h) all distributions designate another person to receive any property which otherwise would be distributed 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 that Partner pursuant to this Section 10.027.2. (c) The liquidator may distribute to the Partners, in lieu of cash, as tenants in common, undivided interests in such Partnership assets as the liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the liquidator, such distributions in kind are in the best interest of the Limited Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the liquidator deems reasonable and equitable and to any agreement governing the operation of such properties at such time. The liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (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 Partnership and the final distribution of its assets. (e) Notwithstanding any provision in this Agreement to the contrary, no Partner shall be obligated to restore a deficit balance in its capital account at any time. The distribution of cash and/or property to a Member the Partners in accordance with the provisions of this Section 10.02 constitutes 7.2 shall constitute a complete return to the Member Partners of its their Capital Contributions and a complete distribution to the Member Partners of its their interest in the Company Partnership 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 fundsPartnership property.

Liquidation and Termination. On dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members Persons as liquidatorliquidator(s). The liquidator shall will proceed diligently to wind up the Company’s affairs of the Company and make final distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Company properties with all of the power and authority of the Board of DirectorsMembers. 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 will cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge will pay from Company funds all of the debts, Company’s debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereoffor such term as the liquidator may reasonably determine); and (c) the Company will dispose of all remaining assets as follows: (i) the liquidator may sell any Company property, and any resulting gain or loss from each sale will be computed and allocated to the Members pursuant to Section 5.3; (dii) without duplication of the liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known adjustments required pursuant to the Company; (e) definition of Gross Asset Value, with respect to all Company property that has not been sold, the liquidator shall make such provision as Fair Market Value of that property will be reasonably likely determined and the Capital Accounts of the Members will be adjusted to be sufficient to provide compensation for any claim against reflect the Company which is the subject of a pending action, suit or proceeding to manner in which the Company is a party; (f) the liquidator shall make unrealized income, gain, loss, and deduction inherent in such provision as will be reasonably likely to be sufficient for claims property that have has not been made known to reflected in the Company or that have not arisen but that, based Capital Accounts previously would be allocated among the Members if there were a Taxable sale of such property for the Fair Market Value of such property on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution;distribution; and (giii) thereafter, Company property will be distributed among the liquidator shall distribute all remaining assets of the Company Members in accordance with Section 5.1(a). All distributions made pursuant to this Section 9.2(c)(iii) will be made by the end of the taxable year of the Company during which the liquidation of the Company occurs such Tax Year (or, if later, within 90 days after the date of the such liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and. (hd) all All distributions in kind to the Members shall will be valued at Fair Market Value, as determined by the liquidator, and made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, termination and those costs, expenses and liabilities shall will be allocated to the distributees distributee pursuant to this Section 10.029.2. The distribution of cash and/or liquidator will be permitted to distribute property to a Member in kind either in undivided shares or in divided shares, so long as distributions are made in accordance with the provisions of this Section 10.02 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 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 funds5.1(a).

Liquidation and Termination. On As expeditiously as possible after --------------------------- the dissolution of the Company, the Board of Directors shall act as the liquidator or may appoint one or more Members as liquidator. 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 with all of the power and authority of the Board of Directors. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again after final liquidation, The liquidating trustee will cause the liquidator shall cause Company's accountants to make a proper complete accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through of the Company as of the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;occurs. (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds The liquidating trustee will pay all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidationloans from Members but excluding Member Capital Contributions and Member Capital Accounts) or otherwise make adequate provision and establish a Reserve, if the trustee deems a Reserve necessary, for payment of future or contingent Company obligations. (c) The Company will allocate its estimated net taxable loss for the year and discharge thereof;any loss realized by the Company on liquidation, including any book adjustment loss under paragraph (e) of this Section, in accordance with Article 8 and its estimated net taxable gain for the year and any gain realized upon liquidation, including any book adjustment gain under paragraph (e) of this Section, in accordance with Article 8. (d) The liquidating trustee will distribute the liquidator shall make reasonable provision balance of the proceeds of the liquidation after allocating gain or loss under paragraph (b) of this Section among the Members who or which have positive balances in their Capital Accounts in proportion to pay all contingent, conditional or unmatured contractual claims known and to the Company;extent of their positive Capital Account balances. Distributions of Company assets may be made in Cash or in kind, in the sole and absolute discretion of the liquidating trustee, but, if in kind, they will be deemed distributed at their fair market values on the date of distribution (for federal income tax purposes). (e) If any Company property is distributed to the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation Members in kind, for any claim against purposes of reflecting the allocation of gain or loss from liquidation in the Members' Capital Accounts, the Company which is will make a book adjustment with respect to the subject of a pending action, suit or proceeding to which property distributed in kind as provided in the Company is a party;Regulations under Code Section 704(b). (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; (g) the liquidator shall distribute all remaining All salable assets of the Company by may be sold in connection with any liquidation at public or private sale, at such price and upon such terms as the end of the taxable year of the Company during which the liquidation of the Company occurs (orliquidating trustee, if laterin his, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject her or its sole discretion, may deem advisable. Any Member, Manager, or Authorized Person and any person related to the other applicable provisions in this Agreement); and (h) all distributions in kind to the Members shall be made subject to the liability of each distributee for costsany Member, expenses and liabilities theretofore incurred Manager, 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 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 fundsAuthorized Person may purchase assets at such sale.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Supermajority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.3(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors Managing General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in section 17-402(a)(4)-(10) of the Act with respect to the Managing General Partner, the liquidator shall be one or more Persons selected in writing by other Partners. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsManaging General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again gain after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in that 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 its distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.028.02. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 8.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of section 17-502(b) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors shall act as the liquidator or General Partner may appoint one or more Members Persons as liquidatorliquidator(s). The liquidator shall will proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall will be borne as a Company Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsPartners. 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 will cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge will pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company Partnership (including 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 payment contingent liabilities in such amount and discharge thereoffor such term as the liquidator may reasonably determine); and (c) the Partnership will dispose of all remaining assets as follows: (i) the liquidator may sell any or all Partnership property, and any resulting gain or loss from each sale will be computed and allocated to the Partners pursuant to Article 9; (dii) with respect to all Partnership property that has not been sold, the liquidator shall make reasonable provision Fair Market Value of that property will be determined and the Capital Accounts of the Partners will be adjusted to pay all contingentreflect the manner in which the unrealized income, conditional or unmatured contractual claims known to gain, loss, and deduction inherent in that property that has not been reflected in the CompanyCapital Accounts previously would be allocated among the Partners if there were a taxable Transfer of that property for the Fair Market Value of that property on the date of distribution; (eiii) the liquidator shall make such provision as thereafter, Partnership property will be reasonably likely distributed among the Partners pro rata in accordance with their respective Pro Rata Percentages. All distributions made pursuant 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; (fthis Section 13.2(c)(iii) 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; (g) the liquidator shall distribute all remaining assets of the Company by the end of the such taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 within ninety (90) days after the date of the such liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and. (hd) all All distributions in kind to the Members shall Partners will be made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses and liabilities shall will be allocated to the distributees distributee pursuant to this Section 10.02. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.02 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 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 funds13.2.

Liquidation and Termination. On Upon dissolution of the Company, the Board of Directors or, if the Board so desires, a Person selected by the Board, shall act as the liquidator or may shall appoint one or more Members as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Board of DirectorsBoard. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations 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 payment or provision for all debts and discharge thereof; (d) liabilities of the Company, the liquidator shall make reasonable provision to pay sell 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; (g) the liquidator shall distribute all remaining properties and assets of the Company by for cash as promptly as is consistent with obtaining the end best price therefor; provided, however, that upon the consent of a Majority Interest of the taxable year Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of the Company during which the liquidation of the Company occurs (orincome, if later, 90 days after the date of the liquidationgain loss or deduction allocable under Section 4.1 and Section 4.2) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) 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 realized on such sales shall be allocated to the distributees Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.1 and Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a) (or Section 4.4(c), as applicable). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain, Simulated Loss, and other items of income, gain, loss or deduction realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain, Simulated Loss, and other items of income, gain, loss or deduction provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 10.028.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to a Member the Members in accordance with the provisions of this Section 10.02 constitutes 8.2 shall constitute a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its interest in the their Company Interest 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 fundsCompany property.

Liquidation and Termination. On dissolution of the Company, Partnership the Board of Directors General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the 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 Company Partnership and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible 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 CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision for payment them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners 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) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore previously incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees pursuant to distributee under this Section 10.027.2. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 7.2 constitutes a complete return to the Member Partner of its Capital Contributions capital contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Liquidation and Termination. On dissolution of the CompanyPartnership, the Board of Directors Managing General Partner shall act as the liquidator or may appoint one or more Members other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in section 17-402(a)(4)-(l0) of the Act with respect to the Managing General Partner, the liquidator shall be one or more Persons selected in writing by other Partners. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board of DirectorsManaging General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as possible after dissolution and again gain after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge pay from Company Partnership funds all of the debts, debts and liabilities and obligations of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for payment contingent liabilities in such amount and discharge thereof;for such term as the liquidator may reasonably determine); and (dc) 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; (g) the liquidator shall distribute all remaining assets of the Company Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (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 of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in that 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 its distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive 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 (iii)); and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 days after the date of the liquidation) in accordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all . All distributions in kind to the Members Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses expenses, and liabilities theretofore incurred or for which the Company Partnership has committed prior to the date of termination, termination and those costs, expenses expenses, and liabilities shall be allocated to the distributees distributee pursuant to this Section 10.028.02. The distribution of cash and/or property to a Member Partner in accordance with the provisions of this Section 10.02 8.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its interest in the Company Partnership Interest and all of the CompanyPartnership’s property and constitutes a compromise to which all Members Partners have consented within the meaning of section 17-502(b) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.