Common use of Liquidation of Assets Clause in Contracts

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits and Net Losses during Subject to the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from the Partnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from the Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager CSFB Alternative Capital as the liquidator and the Board or Manager CSFB Alternative Capital shall liquidate the assets, and wind up the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager CSFB Alternative Capital as the liquidator or the Board CSFB Alternative Capital is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate assets, and wind up the business and affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate basispro rata basis in accordance with their respective amounts; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basispro rata basis in accordance with their respective amounts; (3) CSFB Alternative Capital shall be paid next, to the extent of any balance in their account; and (iii4) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (iI) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ the Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from the Partnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from the Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the BoardMembership Percentage shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. Article V. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, making of reasonable provision for payment thereof) of the debts and liabilities and obligations of the Company, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Master Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyMaster Fund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the CompanyMaster Fund, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyMaster Fund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyMaster Fund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyMaster Fund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of a Series or the Company as provided in Section 6.1 hereofa whole, the Board Manager shall promptly appoint liquidate the Board business and administrative affairs of the Series or Manager the Company, as the case may be, except that if the Manager is unable to perform this function, a liquidator and elected by a Majority of the Board or Manager Members shall liquidate the business and administrative affairs of the Series or Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits Capital Appreciation and Net Losses Capital Depreciation of the Company during the Fiscal Periods which include the period of liquidation shall be allocated pursuant to Section 5.4 hereofArticle III. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed divided in the following manner: (i) the debts, liabilities and obligations of the Series or Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Series’ assets or the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate basispaid; (ii) such debts, liabilities or obligations debts as are owing to the Members shall next be paid in their order of seniority and on a proportionate basispaid; and (iii) the Members shall next be paid on a proportionate basis amounts pro rata in accordance with, and up to the positive balances of their respective Capital Accounts after giving effect Accounts, as adjusted pursuant to all Article III to reflect allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board Manager or other liquidator may distribute to the Members, ratably in-kind rather than in kind cash, upon dissolution, any assets of the Company; provided, however, that if any in-kind distribution is to be made made, (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 7.2 as of the actual date of their distribution distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, above and (ii) any profit gain or loss (as computed for book purposes) attributable to property distributed in-kind shall be included in the Net Profits Capital Appreciation or Net Losses Capital Depreciation for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board of Managers, acting directly or Manager as the through a liquidator and the Board or Manager it selects, shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board of Managers is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and; (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from the Partnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from the Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The Subject to the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, subject to the Delaware Act and the priorities set forth in Section 6.2(a), the Board or other liquidator may distribute ratably in in-kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. Notwithstanding anything to the contrary in this Agreement, the Board may compel a Member to accept a distribution of any asset in-kind from the Fund notwithstanding that the percentage of the asset distributed to the Member exceeds a percentage of that asset that is equal to the percentage in which such Member shares in distributions from the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Organizational Member as the liquidator and the Board or Manager Organizational Member shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Organizational Member as the liquidator or the Board Organizational Member is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (iii) the Special Member shall next be paid any balance in the Special Member Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.7 hereof; and (iiiiv) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iv). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund as close to ratably as reasonably possible; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Directors shall promptly appoint the Board or Manager as the liquidator the Management Services Provider or such other person as Board of Directors may determine, and the Management Services Provider or such other person shall liquidate the business and wind up the affairs of the Fund, except that if the Board or Manager of Directors does not appoint a liquidator, a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Directors, the Management Services Provider or other the liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid in accordance with priority and on a proportionate basispro rata basis in accordance with their respective amounts; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances Net Asset Value of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending Shares on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Directors or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable . Members may be compelled to property distributed accept in-kind shall be included in distributions without regard to the Net Profits or Net Losses for provisions of Section 18-605 of the Fiscal Period ending on the date of such distributionDelaware Act.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereofof this Agreement, the Board shall promptly appoint the Board Managing Member, acting as liquidator (or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board Managing Member is unable to perform this function, another a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members and whose fees will be elected paid by the BoardFund) will promptly wind up the affairs of the Fund and liquidate its assets. Net Profits Capital Appreciation and Net Losses Capital Depreciation for any Allocation Period during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall will be distributed in the following order and manner: (i1) first, to satisfy (whether by payment or the making of a reasonable provision for payment) the debts, liabilities and obligations of the Company, other than debts to MembersFund, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such other than debts, liabilities or obligations as are to Members; (2) second, to satisfy on a proportionate basis the debts, liabilities and obligations owing to the Members shall next be paid in their order of seniority and on a proportionate basisMembers; and (iii3) third, to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such the Members’ ' Capital Accounts for the Fiscal Allocation Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyFund, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board Managing Member or other liquidator may distribute ratably in in-kind any assets of the Company; providedFund, howeverif the Board of Directors, Managing Member or liquidator determines that if the distribution of assets in-kind would be in the interests of the Members in facilitating an orderly liquidation. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in in-kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-kind shall will be included in the Net Profits Capital Appreciation or Net Losses Capital Depreciation for the Fiscal Allocation Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, a Member may be required to accept a distribution of any asset in-kind from the Fund even if the percentage of the asset distributed to the Member exceeds a percentage of the asset that is equal to the percentage in which the Member shares in distributions from the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Directors shall promptly appoint the Board of Directors or Manager the Adviser as the liquidator (the "Liquidator") and the Board or Manager Liquidator shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Directors does not appoint the Manager Board of Directors or the Adviser as the liquidator or the Board of Directors or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Directors or other liquidator Liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) to satisfy the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) to satisfy such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) to the payment of the Members shall next be paid on a proportionate pro rata basis of the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to If the contrary notwithstanding, upon dissolution Fund shall be wound up (whether the liquidation is altogether voluntary or by or under the supervision of the Companycourts), the Board or other liquidator Liquidator may distribute ratably divide among the Members in kind the whole or any part of the assets of the CompanyFund, and may for such purposes set such value as the Liquidator deems fair upon any one or more class or classes of property, and may determine how such division shall be carried out as between the Members. The Liquidator may vest any part of such assets in trustees upon such trust (a "liquidating trust") for the benefit of such Members as the Liquidator may determine. The date of any such transfer to a liquidating trust shall constitute the end of the Fund's final accounting period with respect to the assets contributed thereto, irrespective of when the liquidating trust is itself dissolved, and the Liquidator shall be entitled to continue to be reimbursed for the expenses incurred by it in managing the liquidating trust as well as to receive expense payments with respect thereto. (c) In the event that the Liquidator intends to make a distribution to a Member in whole or in part, in kind rather than in cash, the Liquidator shall give such Member at least 10 days' notice of the proposed in-kind payment (generally describing the assets to be distributed and any associated liabilities to be assumed). If the Member notifies the Liquidator within 5 days of receipt of such notice from the Liquidator that receipt of the assets (or associated liabilities) intended to be paid out to such Member could reasonably be expected to cause such Member to be in violation of law, the Liquidator shall cause the Fund to sell the assets intended to be distributed - which sale may be made as the Liquidator may determine. In such case, the Liquidator need make no representation as to how long a delay there might be before such sale will be effected and whether there will be a single sale for the entirety of such assets or more than one sale. No interest shall accrue on any amounts due to the affected Member pending such sale(s); provided, however, that if the Liquidator shall cause the Fund to distribute the proceeds of such sale(s) promptly following receipt. The amount received upon any in-kind such distribution is shall constitute full discharge of any and all amounts due to be made (i) the assets distributed affected Member in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date respect of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; (3) the Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.8 hereof; and (iii4) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(4). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Companysuch Partnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator appointed by Board of Directors and whose fees and expenses will be elected paid by such Partnership will promptly liquidate the Boardbusiness and administrative affairs of such Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations, as well as amounts expected to be needed to satisfy capital calls with respect to the Partnership’s private equity investments, in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if such Partnership. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from such distributionPartnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from such Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 7.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall promptly liquidate the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.27.2(a)(iii). (b) Anything in this Section 6.2 7.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 7.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 8.3 as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a7.2(a) above, ; and (ii) any profit Profit or loss Loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period Year ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board General Partner shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator will be elected by Partners holding a majority of the Boardtotal number of votes eligible to be cast by all Partners shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The Subject to the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such amount as the Board General Partner or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to MembersPartners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members Partners has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members Partners shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members Partners shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, subject to the Delaware Act and the priorities set forth in Section 6.2(a), the Board General Partner or other liquidator may distribute ratably in in-kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. Notwithstanding anything to the contrary in this Agreement, the General Partner may compel a Partner to accept a distribution of any asset in-kind from the Fund notwithstanding that the percentage of the asset distributed to the Partner exceeds a percentage of that asset that is equal to the percentage in which such Partner shares in distributions from the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section SECTION 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with ARTICLE V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ the Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2SECTION 6.2(A)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstandingSECTION 6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in SECTION 6.2(A) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this SECTION 6.2(B), (i1) the assets distributed in kind shall will be valued pursuant to Section in accordance with SECTION 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(aSECTION 6.2(A) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from the Partnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from the Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if unless the Board does not appoint the Manager as the liquidator or the Board is unable to perform this functionof Directors shall have, another liquidator in its sole discretion, unanimously appointed a liquidator, whose fees and expenses will be elected paid by the BoardPartnership, to promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations, as well as amounts expected to be needed to satisfy capital calls with respect to the Partnership’s private equity investments, in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in No Management Fee shall be paid to the Adviser during the liquidation period. (c) Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act, the Board 1940 Act and the priorities set out in Section 6.2(a) of this Agreement, the General Partner or other liquidator may may, with unanimous approval of the Directors, distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Adviser as the liquidator and the Board of Managers or Manager the Adviser shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Board of Managers or the Adviser as the liquidator or the Board of Managers or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate PRO RATA basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate PRO RATA basis; and (iii3) the Members shall next be paid on a proportionate PRO RATA basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-in kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. -----------------------------

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Adviser as the liquidator and the Board of Managers or Manager the Adviser shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Board of Managers or the Adviser as the liquidator or the Board of Managers or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate PRO RATA basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate PRO RATA basis; and (iii3) the Members shall next be paid on a proportionate PRO RATA basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-in kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ----------------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Organizational Member as the liquidator and the Board or Manager Organizational Member shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Organizational Member as the liquidator or the Board Organizational Member is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations (and credits and debits) to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iv). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund as close to ratably as reasonably possible; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 6.01 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) payments in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts and liabilities as are owing to current or former Members who hold non-interest bearing promissory notes of the Fund as a result of having previously tendered their Units to the Fund for repurchase shall be paid next in their order of seniority and on a pro rata basis, (3) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii4) the Members shall next be paid next, on a proportionate basis pro rata basis, in proportion to the positive balances relative number of their respective Capital Accounts after giving effect to all allocations to be made to Units held by such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2Person. (b) Anything in this Section 6.2 6.02 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.02(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.02 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a6.02(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Directors shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Directors does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Directors or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Allocation Period ending as of the close of business on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Directors or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Allocation Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 5.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Adviser as the liquidator and the Board of Managers or Manager the Adviser shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Board of Managers or the Adviser as the liquidator or the Board of Managers or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 4.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.25.2(a). (b) Anything in this Section 6.2 5.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers, the Adviser or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 6.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a5.2(a) above, and (ii) any profit or loss attributable to property distributed in-in kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager WFAAMASGI as the liquidator liquidator, and the Board or Manager WFAAMASGI shall liquidate the assets, and wind up the business and administrative affairs of the CompanyFund, except that that, if the Board does not appoint the Manager as the liquidator or the Board WFAAMASGI is unable or unwilling to perform this function, the Board shall appoint another liquidator will Person to serve as liquidator, and, if the Board is unable or unwilling to appoint another Person to serve as liquidator, Members holding a majority of the total number of votes eligible to be elected cast by all Members shall appoint another Person to serve as liquidator, and such Person shall promptly liquidate assets, and wind up the Boardbusiness and affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Board, WFAAMASGI or other the liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in accordance with Section 18-804 of the following mannerDelaware Act as follows: (i1) the debts, liabilities and obligations debts of the Company, other than debts to Members, Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority accordance with priority and on a proportionate basispro rata basis in accordance with their respective amounts; and (iii2) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances balancesNet Asset Value of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending endingShares on the date of the distributions under this Section 6.26.2(a)(2). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably to the Members in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) ), the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.Section

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Shareholders holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Shareholders shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall LLC Act, be distributed in the following manner: (i1) payments in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Shareholders, up to and including the date that distribution of the CompanyFund’s assets to the Members Shareholders has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts and liabilities as are owing to current or former Shareholders who hold non-interest-bearing promissory notes of the Fund as a result of having previously tendered their Shares to the Fund for repurchase shall be paid next in their order of seniority and on a pro rata basis, (3) such debts, liabilities or obligations as are owing to the Members Shareholders shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii4) the Members Shareholders shall next be paid next, on a proportionate basis pro rata basis, in proportion to the positive balances relative number of their respective Capital Accounts after giving effect to all allocations to be made to Shares held by such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2.Person (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall promptly liquidate the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 6.3 as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (3) the Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.7 hereof; and (iii4) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (3) The Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.8 hereof; and (iii4) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. -----------------------------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this in accordance with Section 6.25.6. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Members, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this in accordance with Section 6.25.7. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Members, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Accounting Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. (c) If the Board of Managers determines that it is in the best interest of the Members, the Board of Managers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the BoardMembership Percentage shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. Article V. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: : in satisfaction (iwhether by payment or the making of reasonable provision for payment thereof) of the debts, debts and liabilities and obligations of the Company, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) ; such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) and the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. Article V. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or First Trust, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint the Manager one or more Managers or First Trust to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this in accordance with Section 6.25.7. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Members, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Directors shall promptly appoint the Board or Manager Management Services Provider as the liquidator liquidator, and the Board or Manager Management Services Provider shall liquidate the business and administrative wind up the affairs of the Company, except that if the Board of Directors does not appoint the Manager Management Services Provider as the liquidator liquidator, or the Board Management Services Provider is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Directors or other the liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate PRO RATA basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate PRO RATA basis; and (iii3) the Members shall next be paid on a proportionate PRO RATA basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Directors or other liquidator may distribute ratably in kind any assets of the Company; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ----------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next, on a proportionate basis pro rata basis, the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Master Portfolio as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyMaster Portfolio, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the CompanyMaster Portfolio, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyMaster Portfolio’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyMaster Portfolio, the Board or other liquidator may distribute ratably in kind any assets of the CompanyMaster Portfolio; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ----------------------------- ARTICLE VII

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate PRO RATA basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate PRO RATA basis; and (iii3) the Members shall next be paid next on a proportionate PRO RATA basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ________________________________________

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) payments in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts and liabilities as are owing to current or former Members who hold non-interest bearing promissory notes of the Fund as a result of having previously tendered their Units to the Fund for repurchase shall be paid next in their order of seniority and on a pro rata basis, (3) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii4) the Members shall next be paid next, on a proportionate basis pro rata basis, in proportion to the positive balances relative number of their respective Capital Accounts after giving effect to all allocations to be made to Units held by such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2Persons. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 11.1 hereof, the Board of Trustees shall promptly appoint the Board of Trustees or Manager the Investment Adviser as the liquidator and the Board of Trustees or Manager the Investment Adviser shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Trustees does not appoint the Manager Board of Trustees or the Investment Adviser as the liquidator or the Board of Trustees or the Investment Adviser is unable to perform this function, another a liquidator will be elected by Holders holding a majority of the Boardtotal number of votes eligible to be cast by all Holders shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Sections 8.4 and 8.5 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Trustees or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to MembersHolders, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members Holders has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members Holders shall next be paid in their order of seniority and on a proportionate pro rata basis; and; (iii) the Members Special Advisory Holders shall next be paid any balance in their respective Special Advisory Accounts after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 8.5 hereof; and (iv) the Holders shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Holders' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.211.2(a). (b) Anything in this Section 6.2 to In the contrary notwithstanding, upon event of a dissolution and liquidation of the Companya Series or Class thereof, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to liquidated Series or Class shall be made (i) the assets distributed in kind the same manner as set forth in Section 11.2(a)(i) through (iv), except that the term "Fund" shall be valued pursuant to Section 7.3 hereof replaced by "Series" or "Class," as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) abovecase may be, and (ii) any profit or loss attributable to property distributed in-kind shall be included in wherever the Net Profits or Net Losses for the Fiscal Period ending on the date of such distributionterm "Fund" appears.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereof, the Board Individual General Partners or the Manager shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint Individual General Partners or the Manager as the liquidator or the Board is are unable to perform this function, another a liquidator will be elected by Partners holding a majority of the Boardtotal number of votes eligible to be cast by all Partners shall promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Individual General Partners, Manager or other liquidator shall deem appropriate in their or its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations of the CompanyPartnership, other than debts debts, liabilities or obligations to MembersPartners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members Partners shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members Partners shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyPartnership, the Board Individual General Partners, Manager or other liquidator may distribute ratably in kind any assets of the CompanyPartnership; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ----------------------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Directors shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Directors does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Partners holding a majority of the Boardtotal number of votes eligible to be cast by all Partners shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Directors or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to MembersPartners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members Partners has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members Partners shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members Partners shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Partners' Capital Accounts for the Fiscal Allocation Period ending as of the close of business on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Directors or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Allocation Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidating trustee referred to herein as a “liquidator,” under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Shareholders holding a majority of the Board. Net Profits total number of votes eligible to cast by all Shareholders), shall liquidate and Net Losses during wind up, in an orderly manner, the period business and administrative affairs of liquidation shall be allocated pursuant to Section 5.4 hereofthe Fund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Shareholders, up to and including the date that distribution of the CompanyFund’s assets to the Members Shareholders has been completed, which shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members Shareholders shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Shareholders, pro rata, in accordance with Section 6.25.3. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Shareholders in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Shareholders, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Adviser as the liquidator and the Adviser shall liquidate the business and wind up the affairs of the Fund, except that if the Board of Managers does not appoint the Adviser as the liquidator or Manager the Adviser is unable to perform this function, a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the BoardFund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (3) The Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.7 hereof; and (iii4) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members (including the Adviser) shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts or the Incentive Allocation Account after giving effect to all allocations to be made to such Members’ Capital Accounts or the Incentive Allocation Account for the Fiscal Accounting Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. (c) If the Board of Managers determines that it is in the best interest of the Members, the Board of Managers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager WFAAM as the liquidator liquidator, and the Board or Manager WFAAM shall liquidate the assets, and wind up the business and administrative affairs of the CompanyFund, except that that, if the Board does not appoint the Manager as the liquidator or the Board WFAAM is unable or unwilling to perform this function, the Board shall appoint another liquidator will Person to serve as liquidator, and, if the Board is unable or unwilling to appoint another Person to serve as liquidator, Members holding a majority of the total number of votes eligible to be elected cast by all Members shall appoint another Person to serve as liquidator, and such Person shall promptly liquidate assets, and wind up the Boardbusiness and affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Board, WFAAM or other the liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in accordance with Section 18-804 of the following mannerDelaware Act as follows: (i1) the debts, liabilities and obligations debts of the Company, other than debts to Members, Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority accordance with priority and on a proportionate basispro rata basis in accordance with their respective amounts; and (iii2) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(2). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably to the Members in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. Members may be compelled to accept in-kind distributions without regard to the provisions of Section 18-605 of the Delaware Act.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The Subject to the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such amount as the Board or other liquidator shall deem appropriate in their or its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and; (iii3) the Members and Special Advisory Member shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of but subject to the Companypriorities set forth in Section 6.2(a), the Board or other liquidator may distribute ratably in in-kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. Notwithstanding anything to the contrary in this Agreement, the Board may compel a Member to accept a distribution of any asset in-kind from the Fund notwithstanding that the percentage of the asset distributed to the Member exceeds a percentage of that asset that is equal to the percentage in which such Member shares in distributions from the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next, on a proportionate basis pro rata basis, in proportion to the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date net asset value of the distributions under this Section 6.2Units held by such persons. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager WFAAM as the liquidator liquidator, and the Board or Manager WFAAM shall liquidate the assets, and wind up the business and administrative affairs of the CompanyFund, except that that, if the Board does not appoint the Manager as the liquidator or the Board WFAAM is unable or unwilling to perform this function, the Board shall appoint another liquidator will Person to serve as liquidator, and, if the Board is unable or unwilling to appoint another Person to serve as liquidator, Members holding a majority of the total number of votes eligible to be elected cast by all Members shall appoint another Person to serve as liquidator, and such Person shall promptly liquidate assets, and wind up the Boardbusiness and affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Xx xxx, WFAAM or other the liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in accordance with Section 18-804 of the following mannerDelaware Act as follows: (i1) the debts, liabilities and obligations debts of the Company, other than debts to Members, Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority accordance with priority and on a proportionate basispro rata basis in accordance with their respective amounts; and (iii2) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(2). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably to the Members in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution. Members may be compelled to accept in-kind distributions without regard to the provisions of Section 18-605 of the Delaware Act.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 5.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Adviser as the liquidator and the Board of Managers or Manager the Adviser shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board of Managers does not appoint the Manager Board of Managers or the Adviser as the liquidator or the Board of Managers or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Sections 4.4 and 4.7 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (3) the Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 4.7 hereof; and (iii4) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.25.2(a). (b) Anything in this Section 6.2 5.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board of Managers, the Adviser or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 6.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a5.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind inkind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Shareholders holding a majority of the Board. Net Profits total number of votes eligible to cast by all Shareholders), shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Shareholders, up to and including the date that distribution of the CompanyFund’s assets to the Members Shareholders has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members Shareholders shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Shareholders in accordance with Section 6.25.6. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Shareholders in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Shareholders, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Adviser as the liquidator and the Board or Manager Adviser shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Adviser as the liquidator or the Board Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereof, the Board Individual General Partners, or the Corporate General Partner if there are no Individual General Partners, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if both the Board does not appoint Individual General Partners and the Manager as the liquidator or the Board is Corporate General Partner are unable to perform this function, another a liquidator will be elected by Partners holding a majority of the Boardtotal number of votes eligible to be cast by all Partners shall promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Individual General Partners, Corporate General Partner or other liquidator liquidator, as applicable, shall deem appropriate in their or its sole discretion as applicablediscretion) shall be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersPartners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members Partners shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members Partners shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyPartnership, the Board Individual General Partners, Corporate General Partner or other liquidator liquidator, as applicable, may distribute ratably in kind any assets of the CompanyPartnership; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. _____________________________

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereofdissolution, the Board Members shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs arrange for liquidation of the Company, except that if ’s assets and cause such liquidation to be carried out as promptly as is consistent with realization of maximum value. (b) Gain or loss realized upon the Board does not appoint the Manager as the liquidator sale or the Board is unable exchange of Company property pursuant to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation Section shall be allocated pursuant to the Members’ Capital Accounts in accordance with the provisions of Article IV and Annex A to this Agreement. (c) Prior to any distribution of Company assets, the Members shall adjust each Member’s Capital Account, in accordance with the allocation provisions of Articles III and IV and Annex A to this Agreement, to reflect the manner in which the unrealized income, gain, loss and deduction inherent in Company property that has not been reflected in the Members’ Capital Accounts previously would be allocated among the Members if there were a taxable disposition of such property for the fair market value thereof (taking Code Section 5.4 hereof. The proceeds from 7701(g) into account) on the date of distribution. (d) Distribution of Company assets upon liquidation (after establishment of appropriate reserves for contingencies may be made in such amount as the Board cash or other liquidator shall deem appropriate in its sole discretion as applicable) property (or a combination thereof), and shall be distributed made in the following mannerorder: (i) first, to the payment and discharge of all debts, liabilities and obligations of the Company, other than debts owed to Members, and the expenses of liquidation Company creditors (including legal and accounting expenses incurred Members in connection therewith)their capacity as creditors, up to and including if any) in the date that distribution order of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basispriority as provided by law; (ii) such debtssecond, liabilities or obligations as are owing to the establishment of such reserves as the Members shall next deems to be paid necessary or advisable in their order of seniority and on a proportionate basisits reasonable discretion; and (iii) third, to the Members shall next be paid on a proportionate basis in accordance with the positive net credit balances of their respective Capital Accounts Accounts, as determined after giving effect to taking into account all allocations to be made to such Members’ Capital Accounts Account adjustments for the Fiscal Period ending on Year during which such liquidation occurs, by the end of the Fiscal Year during which liquidation occurs (or, if later, within 90 days after the date of the distributions under this Section 6.2Company’s liquidation). (be) Anything in this Section 6.2 to Upon the contrary notwithstanding, upon dissolution completion of the Companywinding up of the affairs of the Company and the distribution of its assets as provided for herein and in the Act, the Board or other liquidator may distribute ratably in kind any assets of Members shall cause the Company; provided, however, that if any in-kind distribution is Certificate to be made (i) canceled in accordance with the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distributionAct.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i1) payments in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts and liabilities as are owing to current or former Members as a result of having previously tendered their Units to the Fund for repurchase shall be paid next in their order of seniority and on a pro rata basis. (3) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii4) the Members shall next be paid next, on a proportionate basis pro rata basis, in proportion to the positive balances net asset value of their respective Capital Accounts after giving effect to all allocations to be made to Units held by such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2Person. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Lexington as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager Glenwood as the liquidator and the Board or Manager Glenwood shall liquidate the business and administrative affairs of the CompanyLexington, except that if the Board does not appoint the Manager Glenwood as the liquidator or the Board Glenwood is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of Lexington. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of Lexington, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Lexington's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyLexington, the Board or other liquidator may distribute ratably in kind any assets of the CompanyLexington; provided, however, that if any in-kind distribution is to be made (iI) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. _____________________________

Liquidation of Assets. (a) Upon the dissolution of the Company Master Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyMaster Fund , except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall promptly liquidate the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofMaster Fund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Master Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyMaster Fund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyMaster Fund , the Board or other liquidator may distribute ratably in kind any assets of the CompanyMaster Fund ; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 6.3 as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Management Services Provider as the liquidator and the Board or Manager Management Services Provider shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Management Services Provider as the liquidator or the Board Management Services Provider is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. Article V. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: 1. In satisfaction (iwhether by payment or the making of reasonable provision for payment thereof) the debts, liabilities and obligations of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such 2. Such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the 3. The Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Accounting Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; (3) The Special Advisory Member shall next be paid any balance in the Special Advisory Account after giving effect to the Incentive Allocation, if any, to be made pursuant to Section 5.8 hereof; and (iii4) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereof, the Board Individual General Partners, or the Corporate General Partner if there are no Individual General Partners, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if both the Board does not appoint Individual General Partners and the Manager as the liquidator or the Board is Corporate General Partner are unable to perform this function, another a liquidator will be elected by Partners holding a majority of the Boardtotal number of votes eligible to be cast by all Partners shall promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Individual General Partners, Corporate General Partner or other liquidator liquidator, as applicable, shall deem appropriate in their or its sole discretion as applicablediscretion) shall be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersPartners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members Partners shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members Partners shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Partners' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyPartnership, the Board Individual General Partners, Corporate General Partner or other liquidator liquidator, as applicable, may distribute ratably in kind any assets of the CompanyPartnership; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. -----------------------------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager ASGI as the liquidator liquidator, and the Board or Manager ASGI shall liquidate the assets, and wind up the business and administrative affairs of the CompanyFund, except that that, if the Board does not appoint the Manager as the liquidator or the Board ASGI is unable or unwilling to perform this function, the Board shall appoint another liquidator will Person to serve as liquidator, and, if the Board is unable or unwilling to appoint another Person to serve as liquidator, Members holding a majority of the total number of votes eligible to be elected cast by all Members shall appoint another Person to serve as liquidator, and such Person shall promptly liquidate assets, and wind up the Board. Net Profits business and Net Losses during affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board Board, ASGI or other the liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall be distributed in accordance with Section 18-804 of the following mannerDelaware Act as follows: (i1) the debts, liabilities and obligations debts of the Company, other than debts to Members, Fund and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority accordance with priority and on a proportionate basispro rata basis in accordance with their respective amounts; and (iii2) the Members shall next be paid on a proportionate pro rata basis in accordance with the positive balances Net Asset Value of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending Shares on the date of the distributions under this Section 6.26.2(a)(2). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably to the Members in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) made, the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable . Members may be compelled to property distributed accept in-kind shall be included in distributions without regard to the Net Profits or Net Losses for provisions of Section 18-605 of the Fiscal Period ending on the date of such distributionDelaware Act.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section SECTION 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits Profit and Net Losses Loss during the period of liquidation shall will be allocated pursuant in accordance with ARTICLE V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2SECTION 6.2(A)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstandingSECTION 6.2, upon dissolution of the CompanyPartnership, subject to the Delaware Act and the priorities set out in SECTION 6.2(A) of this Agreement, the Board General Partner or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if Partnership. If any in-kind distribution is to be made under this SECTION 6.2(B), (i1) the assets distributed in kind shall will be valued pursuant to Section in accordance with SECTION 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(aSECTION 6.2(A) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-in kind shall will be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, the General Partner may compel a Partner to accept a distribution of any asset in kind from the Partnership even if the percentage of the asset distributed to the Partner exceeds a percentage of the asset that is equal to the percentage in which the Partner shares in distributions from the Partnership.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereofof this Agreement, the Board shall promptly appoint the Board Managing Member, acting as liquidator (or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board Managing Member is unable to perform this function, another a liquidator elected by Members holding a majority of the total number of votes eligible to be cast by all Members and whose fees will be elected paid by the BoardFund) will promptly wind up the affairs of the Fund and liquidate its assets. Net Profits Capital Appreciation and Net Losses Capital Depreciation for any Allocation Period during the period of liquidation shall will be allocated pursuant in accordance with Article V of this Agreement. Subject to Section 5.4 hereof. The the Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board Managing Member or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following order and manner: (i1) first, to satisfy on a proportionate basis the debts, liabilities and obligations of the CompanyFund, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the Company’s Fund's assets to the Members has been completed; (2) second, shall first be paid to satisfy on a proportionate basis; (ii) such basis the debts, liabilities or and obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basisMembers; and (iii3) third, to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such the Members’ ' Capital Accounts for the Fiscal Allocation Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyFund, subject to the Delaware Act and the priorities set out in Section 6.2(a) of this Agreement, the Board Managing Member or other liquidator may distribute ratably in in-kind any assets of the Company; providedFund, howeverif the Board of Directors, Managing Member or liquidator determines that if the distribution of assets in-kind would be in the interests of the Members in facilitating an orderly liquidation. If any in-kind distribution is to be made under this Section 6.2(b), (i1) the assets distributed in in-kind shall will be valued pursuant to in accordance with Section 7.3 hereof of this Agreement as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) aboveof this Agreement, and (ii2) any profit or loss attributable to property distributed in-kind shall will be included in the Net Profits Capital Appreciation or Net Losses Capital Depreciation for the Fiscal Allocation Period ending on the date of such the distribution. Notwithstanding any provision of this Agreement to the contrary, a Member may be required to accept a distribution of any asset in-kind from the Fund even if the percentage of the asset distributed to the Member exceeds a percentage of the asset that is equal to the percentage in which the Member shares in distributions from the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company TEI Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyTEI Fund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall promptly liquidate the business and Net Losses during the period administrative affairs of liquidation shall be allocated pursuant to Section 5.4 hereofTEI Fund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of TEI Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyTEI Fund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyTEI Fund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyTEI Fund; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 6.3 as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the BoardMembership Percentage shall promptly liquidate the business and administrative affairs of the Company. Net Profits and Profit or Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. Article V. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, making of reasonable provision for payment thereof) of the debts and liabilities and obligations of the Company, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) if the Company is treated as a partnership for U.S. federal income tax purposes, the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii); and if the Company is treated as a corporation for U.S. federal income tax partnership, distributions shall be made to the members in accordance with the terms of their Units and Classes thereof. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the Company, the Board or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereofCompany, the Board Manager shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by a Majority of the BoardMembers shall liquidate the business and administrative affairs of the Company. Net Profits Capital Appreciation and Net Losses Capital Depreciation of the Company during the Fiscal Periods which include the period of liquidation shall be allocated pursuant to Section 5.4 hereofArticle III. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed divided in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate basispaid; (ii) such debts, liabilities or obligations debts as are owing to the Members shall next be paid in their order of seniority and on a proportionate basispaid; and (iii) the Members shall next be paid on a proportionate basis amounts pro rata in accordance with, and up to the positive balances of their respective Capital Accounts after giving effect Accounts, as adjusted pursuant to all Article III to reflect allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board Manager or other liquidator may distribute to the Members, ratably in-kind rather than in kind cash, upon dissolution, any assets of the Company; provided, however, that if any in-kind distribution is to be made made, (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 7.2 as of the actual date of their distribution distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, above and (ii) any profit gain or loss (as computed for book purposes) attributable to property distributed in-kind shall be included in the Net Profits Capital Appreciation or Net Losses Capital Depreciation for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 Article V hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members (including the Adviser and the Sub-Adviser) shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts (including the Incentive Allocation Accounts) after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Accounting Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period fiscal period ending on the date of such distribution. (c) If the Board of Managers determines that it is in the best interest of the Members, the Board of Managers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Portfolio Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager Glenwood as the liquidator and the Board or Manager Glenwood shall liquidate the business and administrative affairs of the Portfolio Company, except that if the Board does not appoint the Manager Glenwood as the liquidator or the Board Glenwood is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Portfolio Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Portfolio Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Portfolio Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Portfolio Company, the Board or other liquidator may distribute ratably in kind any assets of the Portfolio Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager Glenwood as the liquidator and the Board or Manager Glenwood shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager Glenwood as the liquidator or the Board Glenwood is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (iI) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Partnership as provided in Section 6.1 hereofof this Agreement, the Board shall General Partner will promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator elected by Partners holding a majority of the total number of votes eligible to be cast by all Partners and whose fees and expenses will be elected paid by the BoardPartnership will promptly liquidate the business and administrative affairs of the Partnership. Net Profits and Net Losses during Subject to the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The Delaware Act, the proceeds from liquidation (after establishment of appropriate reserves for contingencies all claims and obligations, including all contingent, conditional or unmatured claims and obligations in such an amount as that the Board General Partner or other liquidator shall deem deems appropriate in its sole discretion as applicable) shall will be distributed in the following manner: (i1) the debts of the Partnership, other than debts, liabilities and or obligations of the Company, other than debts to MembersLimited Partners, and the expenses of liquidation (including legal and accounting fees and expenses incurred in connection therewithwith the liquidation), up to and including the date that on which distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall will first be paid on a proportionate basis; (ii2) such any debts, liabilities or obligations as are owing to the Members shall next Limited Partners will be paid next in their order of seniority and on a proportionate basis; and (iii3) the Members shall Partners are paid next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Membersthe Partners’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in Notwithstanding the provisions of this Section 6.2 to the contrary notwithstanding6.2, upon dissolution of the CompanyPartnership, subject to the Board or other liquidator may distribute ratably Delaware Act and the priorities set out in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.Section

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Investment Adviser as the liquidator and the Board of Managers or Manager the Investment Adviser shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Board of Managers or the Investment Adviser as the liquidator or the Board of Managers or the Investment Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidate, in an orderly manner, the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as shall, subject to the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) the Members shall next be paid next on a proportionate pro rata basis based upon Units held by the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts Member for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Master Fund as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board of Managers or Manager the Adviser as the liquidator and the Board of Managers or Manager the Adviser shall liquidate the business and administrative affairs of the CompanyMaster Fund, except that if the Board of Managers does not appoint the Manager Board of Managers or the Adviser as the liquidator or the Board of Managers or the Adviser is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Master Fund. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts of the Master Fund, other than debts, liabilities and or obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Master Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyMaster Fund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyMaster Fund; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. ----------

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers, the Platform Manager or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to cast by all Members), shall liquidate, in an orderly manner, the business and administrative affairs of the Fund. Net Profits and Net Losses during Subject to the period terms of liquidation shall be allocated pursuant to Section 5.4 hereof. The the Preferred Units, the proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the Delaware Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the CompanyFund’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate basisseniority; and (iii) the Members shall next be paid next on a proportionate pro rata basis in accordance with the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2Investment Percentages. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Members in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Members, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereof, the Board of Managers shall promptly appoint the Board or Manager Administrator as the liquidator and the Board or Manager Administrator shall liquidate the business and administrative affairs of the Company, except that if the Board of Managers does not appoint the Manager Administrator as the liquidator or the Board Administrator is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Boardtotal number of votes eligible to be cast by all Members shall promptly liquidate the business and administrative affairs of the Company. Net Profits Profit and Net Losses Loss during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board of Managers or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i1) the debts, liabilities and obligations debts of the Company, other than debts debts, liabilities or obligations to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s 's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid on a proportionate pro rata basis the positive balances of in accordance with their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board of Managers or other liquidator may distribute ratably in kind any assets of the Company; providedPROVIDED, howeverHOWEVER, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.. -----------------------------

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Partnership pursuant to Section 6.1 hereof6.1(a), the Board shall General Partner promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate liquidates the business and administrative affairs of the CompanyPartnership, except that if the Board does not appoint the Manager as the liquidator or the Board General Partner is unable to perform this function, another a liquidator will be elected by Limited Partners whose Partnership Percentages represent more than fifty percent (50%) of the Board. aggregate Partnership Percentages of all Limited Partners liquidates the business and administrative affairs of the Partnership. (b) Net Profits profit and Net Losses net loss attributable to the Regular Account during the Fiscal Periods that include the period of liquidation shall be are allocated pursuant to Section 5.4 hereofArticle III. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed are divided in the following manner, subject to the Act: (i) the debts, liabilities and obligations of the CompanyPartnership, other than debts to Membersthe Partners as Partners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Partnership's assets to the Members Partners has been completed, shall are first be paid on a proportionate basissatisfied (whether by payment or the making of reasonable provision for payment thereof); (ii) such debts, liabilities or obligations debts as are owing to the Members shall Partners as Partners are next be paid in their order of seniority and on a proportionate basispaid; and (iii) the Members shall Partners are next be paid on a proportionate basis liquidating distributions (in cash, securities, or other assets, whether or not readily marketable) pro rata in accordance with, and up to the positive balances of their respective Capital Accounts after giving effect Accounts, as adjusted pursuant to all Article III to reflect allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2[(c)](iii). (bc) Anything Notwithstanding anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of and subject to the Companypriorities set forth in the Act, the Board General Partner, liquidator or other liquidator trustee, as the case may be, may distribute ratably in-kind rather than in kind cash, upon dissolution, any assets of the CompanyPartnership; provided, however, that if any in-in- kind distribution is to be made made, (i) the assets distributed in kind shall must be valued pursuant to Section 7.3 hereof 7.2 as of the actual date of their distribution distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(a6.2(b) above, above and (ii) any profit gain or loss (as computed for book purposes) attributable to property distributed in-kind shall must be included in the Net Profits net profit or Net Losses net loss attributable to the Regular Account for the Fiscal Period ending on the date of such distribution.. _____________

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, one or more Managers or the Adviser, acting as liquidator under appointment by the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyManagers (or, except that if the Board of Managers does not appoint one or more Managers or the Manager Adviser to act as the liquidator or the Board is unable to perform this function, another liquidator will be elected by Shareholders holding a majority of the Board. Net Profits total number of votes eligible to cast by all Shareholders), shall liquidate, in an orderly manner, the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount amounts as the Board of Managers or other liquidator shall deem the liquidator, as applicable, deems appropriate in its sole discretion as applicablediscretion) shall shall, subject to the PR Act, be distributed in the following manner: (i) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Shareholders, up to and including the date that distribution of the CompanyFund’s assets to the Members Shareholders has been completed, shall first be paid on a proportionate pro rata basis; (ii) such debts, liabilities or obligations as are owing to the Members Shareholders shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii) to the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Shareholders in accordance with Section 6.25.6. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board of Managers or other liquidator may distribute ratably in kind any assets of the CompanyFund, if the Board of Managers or other liquidator determines that such a distribution would be in the interests of the Shareholders in facilitating an orderly liquidation; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 7.4 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and . (iic) any profit or loss attributable to property distributed in-kind shall be included If the Board of Managers determines that it is in the Net Profits or Net Losses for best interest of the Fiscal Period ending on Shareholders, the date Board of such distributionManagers may, in its sole discretion, distribute the assets of the Fund into and through a liquidating trust to effect the liquidation of the Fund.

Liquidation of Assets. Upon a dissolution and termination of the --------------------- Company, the Board of Directors (or m case there is no Board of Directors, the Members) shall take full account of the Company assets and liabilities, shall liquidate the assets as promptly as is consisted with obtaining the fair market value thereof, and shall apply and distribute the proceeds therefrom in the following order: (a) Upon To the dissolution payment of the Company as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs creditors of the Company, except that if including Members who are creditors to the Board does not appoint the Manager as the liquidator or the Board is unable to perform this functionextent permitted by law, another liquidator but excluding secured creditors whose obligations will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board assumed or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending otherwise transferred on the date liquidation of the distributions under this Section 6.2.Company assets; (b) Anything in this Section 6.2 to To the contrary notwithstanding, upon dissolution setting up of the Company, the Board any reserves as required by law for any liabilities or other liquidator may distribute ratably in kind any assets obligations of the Company; provided, however, that if said reserves shall be deposited with a bank or trust company in escrow at interest for the purpose of disbursing such reserves for the payment of any in-kind distribution of the aforementioned contingencies and, at the expiration of a reasonable period, for the purpose of distributing the balance remaining in accordance with remaining provisions of this Section 11.3; and (c) To the Members in accordance with the provisions of Section 8. 1. The Members acknowledge that the provisions of this Section 11.3 may not comply with Code Section 704 and the Regulations promulgated thereunder. If upon liquidation, the provisions of this Section 11.3 do not comply with Code Section 704 and the Regulations promulgated thereunder, the Board of Directors is authorized and empowered to use its best efforts to allocate Net Profits and Net Losses and make distributions, in cash or property, to the Members in such a manner that does so comply with Code Section 704 and the Regulations promulgated thereunder while giving effect to the intent of these provisions, which is to be made (i) provide for the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as allocation of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for and distributions to the Fiscal Period ending Members pro rata based on unreturned Capital Contributions until all Members have received back their respective Capital Contribution and thereafter to the date of such distributionMembers in accordance with their respective Percentage Interests.

Liquidation of Assets. (a) Upon the dissolution of the Company Portfolio as provided in Section 6.1 hereof, the Board shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyPortfolio, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the CompanyPortfolio, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s Portfolio's assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Members Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2. (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the CompanyPortfolio, the Board or other liquidator may distribute ratably in kind any assets of the CompanyPortfolio; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits or Net Losses for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereofPartnership, the Board General Partner shall promptly liquidate the business and administrative affairs of the Partnership, or shall appoint a liquidator to do so however, if the Board General Partner is unable to liquidate the Partnership, or Manager as appoint a liquidator, a Person appointed by the liquidator and holders of more than 50% of the Board or Manager aggregate Partnership Percentages of all Limited Partners shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the BoardPartnership. Net Profits Profit and Net Losses Loss during the Fiscal Periods, which include the period of liquidation liquidation, shall be allocated pursuant to Section 5.4 hereofArticle IV. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed divided in the following manner: (i) the debts, liabilities and obligations of the CompanyPartnership, other than debts to Membersthe Partners as Partners, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the CompanyPartnership’s assets to the Members Partners has been completed, shall first be paid on a proportionate basispaid; (ii) such debts, liabilities or obligations debts as are owing to the Members Partners as Partners shall next be paid in their order of seniority and on a proportionate basispaid; and (iii) the Members Partners shall next be paid on a proportionate basis liquidating distributions (in cash or in securities or other assets, whether or not readily marketable) pro rata in accordance with, and up to the positive balances of their respective Capital Accounts after giving effect Accounts, as adjusted pursuant to all Article IV to reflect allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.28.2(a)(iii). (b) Anything in this Section 6.2 8.2 to the contrary notwithstanding, upon dissolution of the Company, the Board General Partner or other liquidator in its sole discretion may distribute ratably in-kind rather than in kind cash, upon dissolution, any assets of the CompanyPartnership; provided, however, that if any in-kind distribution is to be made made, (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 5.4 as of the actual date of their distribution distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(a8.2(a) above, above and (ii) any profit gain or loss (as computed for book purposes) attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon In the dissolution event of the Company as provided in Section 6.1 hereofremoval of the General Partner where no replacement is appointed within 60 days, the Board Limited Partner holding Units with the single largest aggregate Net Asset Value may, with the consent of any other Limited Partners holding Units (including Units held by the first mentioned Limited Partner) with an aggregate Net Asset Value of not less than 20% of the Net Asset Value of the Partnership, immediately appoint an interim investment adviser who shall promptly administer the investments of the Partnership. Such interim investment adviser having appropriate licensing and registrations as required under securities law shall have all the powers of the General Partner and of the Manager provided for hereunder and under the Management Agreement for the sole purpose of causing the orderly winding up of the Partnership’s assets and obligations. A special meeting of Limited Partners may also be called and held as soon as is practicable in order to appoint a transition committee (made up of Limited Partners or their nominees) with the Board mandate to cause the orderly unwinding of the Partnership’s assets and obligations. Any investment adviser, and every member of a transition committee, appointed hereunder shall be indemnified and held harmless by the Partnership for all actions, claims, costs, demands, losses, damages and expenses incurred by such person(s) in their capacity as investment adviser or Manager transition committee member, as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Companycase may be, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another liquidator will be elected by the Board. Net Profits and Net Losses during the period of liquidation shall be allocated pursuant to Section 5.4 hereof. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basis; (ii) such debts, liabilities or obligations as are owing to the Members shall next be paid in their order of seniority and on a proportionate basis; and (iii) the Members shall next be paid on a proportionate basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.2Agreement. (b) Anything in this Section 6.2 to In the contrary notwithstanding, upon event of the dissolution of the CompanyPartnership, the Board General Partner (or other liquidator may distribute ratably in kind any investment adviser or committee authorized by subsection 12.2(a)) shall wind up the affairs of the Partnership and the assets of the Company; provided, however, that if any in-kind distribution is Partnership shall be liquidated and other security positions unwound in an orderly and prudent manner in anticipation of such dissolution in accordance with the provisions of this Agreement and the Act. The General Partner (or investment adviser or committee authorized by subsection 12.2(a)) shall prepare or cause to be made (i) prepared a statement of financial position of the assets distributed in kind Partnership which shall be valued pursuant to Section 7.3 hereof as reported upon by the Auditor and a copy of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in-kind which shall be included in made available to each Person who was shown on the Net Profits or Net Losses for the Fiscal Period ending on Register as a Limited Partner at the date of dissolution. The General Partner (or investment adviser or committee authorized by subsection 12.2(a)) shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership assets pursuant to such distributionliquidation having due regard to the activity and condition of the relevant market and general financial and economic conditions.

Liquidation of Assets. (a) Upon the dissolution of the Company as provided in Section 6.1 hereofCompany, the Board Manager shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the Company, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by a Majority of the BoardMembers shall liquidate the business and administrative affairs of the Company. Net Profits Capital Appreciation and Net Losses Capital Depreciation of the Company during the Fiscal Periods which include the period of liquidation shall be allocated pursuant to Section 5.4 hereofArticle III. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole discretion as applicable) shall be distributed divided in the following manner: (i) the debts, liabilities and obligations of the Company, other than debts to Members, and the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), up to and including the date that distribution of the Company’s assets to the Members has been completed, shall first be paid on a proportionate basispaid; (ii) such debts, liabilities or obligations debts as are owing to the Members shall next be paid in their order of seniority and on a proportionate basispaid; and (iii) the Members shall next be paid on a proportionate basis amounts pro rata in accordance with, and up to the positive balances of their respective Capital Accounts after giving effect Accounts, as adjusted pursuant to all Article III to reflect allocations to be made to such Members’ Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(iii). (b) Anything in this Section 6.2 to the contrary notwithstanding, upon dissolution of the Company, the Board Manager or other liquidator may distribute to the Members, ratably in-kind rather than in kind cash, upon dissolution, any assets of the Company; provided, however, that if any in-kind distribution is to be made made, (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 7.2 as of the actual date of their distribution distribution, and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, above and (ii) any profit gain or loss (as computed for book purposes) attributable to property distributed in-kind shall be included in the Net Profits Capital Appreciation or Net Losses Capital Depreciation for the Fiscal Period ending on the date of such distribution.

Liquidation of Assets. (a) Upon the dissolution of the Company Fund as provided in Section 6.1 hereof, the Board Board, acting directly or through a liquidator it selects, shall promptly appoint the Board or Manager as the liquidator and the Board or Manager shall liquidate the business and administrative affairs of the CompanyFund, except that if the Board does not appoint the Manager as the liquidator or the Board is unable to perform this function, another a liquidator will be elected by Members holding a majority of the Board. Net Profits total number of votes eligible to be cast by all Members shall promptly liquidate the business and Net Losses during administrative affairs of the period of liquidation shall be allocated pursuant to Section 5.4 hereofFund. The proceeds from liquidation (after establishment of appropriate reserves for contingencies in such amount as the Board or other liquidator shall deem appropriate in its sole and absolute discretion as applicable) shall shall, subject to the Delaware Act, be distributed in the following manner: (i1) in satisfaction (whether by payment or the debts, liabilities and obligations making of reasonable provision for payment thereof) of the Companydebts and liabilities of the Fund, other than debts to Members, and including the expenses of liquidation (including legal and accounting expenses incurred in connection therewith), but not including debt and liabilities to Members, up to and including the date that distribution of the Company’s Fund's assets to the Members has been completed, shall first be paid on a proportionate pro rata basis; (ii2) such debts, liabilities liabilities, or obligations as are owing to the Members shall next be paid next in their order of seniority and on a proportionate pro rata basis; and (iii3) the Members shall next be paid next on a proportionate pro rata basis the positive balances of their respective Capital Accounts after giving effect to all allocations to be made to such Members’ ' Capital Accounts for the Fiscal Period ending on the date of the distributions under this Section 6.26.2(a)(3). (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the priorities set forth in Section 6.2(a) above, upon dissolution of the CompanyFund, the Board or other liquidator may distribute ratably in kind any assets of the CompanyFund; provided, however, that if any in-kind distribution is to be made made: (i) the assets distributed in kind shall be valued pursuant to Section 7.3 hereof 6.3 as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, ; and (ii) any profit or loss attributable to property distributed in-kind shall be included in the Net Profits Profit or Net Losses Loss for the Fiscal Period ending on the date of such distribution.