Common use of Liquidation Clause in Contracts

Liquidation. Upon dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01.

Liquidation. Upon On dissolution of the Company for any reasonFund, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Directors, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Limited Partners) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken Fund as of the date of dissolution, and a such statement thereof shall be furnished to each Member all of the Limited Partners. Then, those Fund assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Fund’s assets would be unduly disadvantageous to the Limited Partners, the liquidator may either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Limited Partners in kind. The liquidator shall then wind up the affairs of the Fund and distribute the proceeds of the Fund by the end of the calendar year of the liquidation (or, if later, within thirty (30) 90 days after the dissolution. Such accounting and statements shall be prepared under the direction date of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Limited Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyFund other than liabilities for distributions to Limited Partners, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation;law; then (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company Fund or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Fund. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andand then (c) Third, to the Members Limited Partners or their legal representatives in accordance with the provisions of Section 7.018.2(a).

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Members) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company assets would be unduly disadvantageous to the Members, the liquidator may, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andthen (c) Third, to the Members or their legal representatives in accordance with the provisions of Section 7.01their positive Capital Account Balances.

Liquidation. Upon In the event of a dissolution of the Company for any reason, Partnership where the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination business of the Company businessPartnership shall not be continued, discharge of its liabilities and distribution or liquidation shall occur. The General Partner shall supervise the liquidation of the remaining assets so as to enable Partnership. In the Company to minimize the normal losses attendant to the event of any liquidation process. A full accounting of the assets and liabilities of Partnership under this Agreement or the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member orAct, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from of liquidating the liquidation thereof Partnership shall be applied and distributed in the following order of priority:priority (each item to be satisfied in full in the order listed below before any of such proceeds are allocated to the subsequent item): (a) Firstfirst, payment to creditors, including Partners who are creditors (to the extent not otherwise prohibited by Law), in satisfaction of the debts and liabilities of the CompanyPartnership (whether by payment or the making of reasonable provision for payment therefor), in the order of priority provided by law (including any loans by the Members other than liabilities for which reasonable provision for payment has been made and liabilities for interim distributions to the Company) Partners and payment of the expenses of liquidation;distributions to Partners on withdrawal; then (b) Secondsecond, to the setting up of such reserves as any Reserves which the Manager or General Partner (or, if applicable, the liquidating trustee may deem trustee) determines to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Partnership arising out of, or any obligation or liability not then due and payablein connection with, a Partnership liability; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andthen (c) Thirdthird, to the Members Partners in accordance with proportion to their Percentage Interests. Notwithstanding anything to the provisions contrary in this Agreement, upon a liquidation within the meaning of Section 7.011.704-l(b)(2)(ii)(g) of the Regulations, if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Partner shall have no obligation to make any Capital Contribution, and the negative balance of such Partner’s Capital Account shall not be considered a debt owed by such Partner to the Partnership or to any other Person for any purpose whatsoever. Upon completion of the winding up, liquidation and distribution of the assets, the Partnership shall be deemed terminated. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XI.

Liquidation. Upon dissolution Dissolution of the Company, the Company will immediately proceed to wind up its affairs and liquidate. As soon as possible following the occurrence of a Dissolution event, the Company will file a statement of intent to dissolve with the Delaware Secretary of State pursuant to the Act. Campus Crest or if Campus Crest shall no longer be the day-to-day manager of the Company for as a result of being replaced in such capacity pursuant to Section 6.5, any reason, Person appointed by a majority in interest (determined by Participating Percentages) of the remaining Members will act as the liquidating trustee. The winding up and Liquidation of the Company shall immediately commence to windup its affairswill be accomplished in a businesslike manner as determined by the liquidating trustee. A reasonable period of time shall will be allowed for the orderly termination Liquidation of the Company business, and the discharge of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company to minimize the normal any losses attendant to the liquidation processupon Liquidation. A full accounting Any gain or loss on disposition of the any Company assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law Liquidation (including any loans by the Members distribution in kind) will be allocated to the Company) Members, and payment of the expenses of liquidation; (b) Secondcredited or charged to Capital Accounts, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions Tax Allocation Provisions. Any liquidating trustee (including Members) is entitled to reasonable compensation for services actually performed, and may contract for such assistance in the liquidating process as such Person deems necessary or desirable. Until the filing of articles of dissolution as provided in Section 7.0112.7, the liquidating trustee may settle and close the Company’s business, prosecute and defend suits, dispose of its property, discharge or make provision for its liabilities, and make distributions in accordance with the priorities set forth in Section 12.2.

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge Members) and who may be any Investment Adviser or any of its liabilities and distribution or liquidation of the remaining assets so as affiliates, shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company assets would be unduly disadvantageous to the Members, the liquidator may, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; and; (c) Thirdto the Special Member in an amount equal to the excess, if any, of the Incentive Carried Interest as calculated for the Fiscal Period ending on the date of distribution over the cumulative amount of all distributions made to the Special Member pursuant to Section 8.2 and this Section 13.2(c) for all prior Fiscal Periods; then (d) to the Members or their legal representatives in accordance with the provisions of Section 7.01positive balances in their respective Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for all periods.

Liquidation. (a) Upon the dissolution of the Company for any reasonCompany, the Company then Members (the “Liquidating Members”), or the Liquidating Trustee appointed in accordance with section 11.3, shall immediately commence cause to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full made an accounting of the assets Company’s assets, liabilities and liabilities operations, from the date of the Company last previous accounting until the date of dissolution, and shall be taken and a statement thereof shall be furnished take any necessary action to each Member within thirty (30) days after liquidate the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersCompany. The Company property and assets and/or the liquidation proceeds from the liquidation thereof shall will be applied in the following order of priorityorder: (ai) First, payment of the debts and liabilities of the Company, To creditors in the order of priority as provided by law law, except for any indebtedness owing to any Member. (including ii) To the establishment of any loans reserves that may be deemed by the Liquidating Members or the Liquidation Trustee to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or Company; (iii) To the Members in satisfaction of any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee indebtedness owing to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedthem; and (civ) Third, to To the Members in accordance with their positive Capital Account balances. (b) Upon liquidation of the provisions Company, no Member will be required to contribute any amount to the Company solely because of Section 7.01a deficit balance in its Capital Account and any such deficit balance will not for any purpose be considered an asset of the Company. (c) For purposes of the liquidation of the Company assets, the discharge of its liabilities and the distributions of the remaining funds among the Members as above described, the Liquidating Members or Liquidating Trustee may on behalf of the Company sell, convey, exchange or otherwise transfer the assets of the Company for such consideration and upon such terms and conditions as it deems appropriate. The Liquidating Members or the Liquidating Trustee, in its sole discretion, may make distributions in kind to Members. A reasonable time will be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities of the Company to creditors to enable the Company to minimize normal losses during a liquidation period.

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Members) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company’s assets would be unduly disadvantageous to the Members, the liquidator may either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation;law; then (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andand then (c) Third, to the Members or their legal representatives in accordance with the provisions of distribution priority set forth in Section 7.018.2(a).

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Manager or a liquidating trustee or person selected by the Manager (the “Liquidating Trustee”), shall wind up the affairs of the Company shall immediately commence to windup its affairs. A and proceed within a reasonable period of time shall be allowed for to sell or otherwise liquidate the orderly termination assets of the Company businessand, discharge after paying or making due provision by the setting up of its reserves for all liabilities and distribution or liquidation to creditors of the remaining Company in accordance with applicable law, to distribute the assets so among the Members in accordance with the provisions for the making of distributions set forth in this Article Eight and Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding the foregoing, in the event that the Manager or the Liquidating Trustee, as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting case may be, shall, in its absolute discretion, determine that a sale or other disposition of part or all of the assets and liabilities of the Company would cause undue loss to the Members or otherwise be impractical, the Manager or the Liquidating Trustee may either defer liquidation of, and withhold from distribution for a reasonable time, the assets or distribute part or all of the assets to the Members in kind based on the fair market value of such assets. (b) No Member shall be taken and a statement thereof liable for the return of the Capital Contributions of other Members, except as expressly provided for herein. (c) Upon liquidation, all of the assets of the Company, or the proceeds therefrom, shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting distributed or used as follows and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) First, for the payment of the debts and liabilities Indebtedness of the Company, in the order of priority provided by law (Company including any expenses of liquidation and any outstanding Member loans by the Members to the Company(including, without limitation, Shortfall Loans) and payment of the expenses of liquidationaccrued and unpaid interest thereon; (bii) Second, to the setting up of such any reserves as which the Manager or liquidating trustee the Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payablein accordance with applicable law; and (iii) to the Members in accordance with Section 4.02 of this Agreement; provided, however, that if for any reason the amounts otherwise distributable to the Members pursuant to this Section 8.02(c)(iii) differ from the Capital Account balances of the Members immediately prior to the making of such reserve liquidating distributions (and after taking into account all Capital Account adjustments for the Company’s taxable year in which liquidation occurs), then allocations of items of income, gain, loss and deduction (for the current tax year and prior tax years) shall be paid over made to eliminate all such differences to the extent permitted by the Code and the applicable Regulations. (d) When the Manager or liquidating trustee to an escrow agentthe Liquidating Trustee, as the case may be, has complied with the foregoing liquidation plan, the Members shall execute, acknowledge and cause to be held filed an instrument evidencing the cancellation of the Company’s Certificate, if required by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01Act.

Liquidation. Upon (a) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Section 13.7, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 11.3(c). Notwithstanding the dissolution of the Company for any reasonCompany, prior to the termination of the Company, the business, assets and affairs of the Company shall immediately commence continue to windup its affairsbe governed by this Agreement. (b) Upon the dissolution of the Company, the Managing Member, or, if there is no Managing Member, a Person selected by Class A Members holding 66 2/3% in Interest of the Class A Interests shall act as the liquidator (the “Liquidator”) of the Company to wind up the Company. The Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. A reasonable period amount of time shall be allowed for the orderly termination liquidation of assets of the Company business, and the discharge of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant to the upon a liquidation. The costs of dissolution and liquidation process. A full accounting shall be an expense of the assets and liabilities of the Company Company. (c) The Liquidator shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the distribute all proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, payment to creditors of the debts and Company (including creditors who are Members) in satisfaction of the liabilities of the Company, in Company (whether by payment or the order making of priority provided by law (including any loans by the Members to the Company) and reasonable provision for payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedthereof); and (cii) Thirdsecond, to the Members in accordance with the provisions same manner in which distributions are made pursuant to Article V, which distributions shall be deemed to be made pursuant to Article V. The Liquidator shall determine whether any assets of Section 7.01the Company shall be liquidated through sale or shall be distributed in kind. A distribution in kind of an asset to a Member shall be considered, for the purposes of this Article XI, a distribution in an amount equal to the fair market value of the assets so distributed as determined by the Liquidator in its reasonable discretion. As promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause an accounting by a firm of independent public accountants of the Company’s assets, liabilities, operations and liquidating distributions to be given to the Members.

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its wind up the Company's affairs. A ; provided, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share Net Profits and Net Losses and items of Company gross income, gain, deduction and loss during liquidation in the liquidation processsame proportions, as specified in Article VII hereof, as before liquidation. A full accounting of Each Member shall be furnished with a statement audited by the Auditors that shall set forth the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after as of the date of dissolution. Such accounting Each Member (and statements its Affiliates) shall be prepared under pay to the direction Company all amounts then owing by it (and them) to the Company. The Liquidating Trustee shall take the following action and make the following distributions out of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied Company, in the following manner and order of priority: (ai) Firstfirst, payment of the pay or establish adequate reserves for all debts and liabilities of the Company, Company to persons other than Members and expenses of liquidation in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (bii) Secondthen, setting up of such establish any reserves as the Manager or liquidating trustee may deem which are reasonably deemed necessary to provide for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payableCompany; provided, however, that that, at the expiration of such period of time as the Liquidating Trustee may reasonably deem advisable, the balance of any such reserve reserves shall be paid or distributed as provided in clauses (iii) through (v) of this Section 11.04 (in the order of priority thereof), it being agreed that such reserves may, at the election of the Liquidating Trustee, be paid over by the Manager or liquidating trustee to an independent escrow agent, agent to be held by such it in escrow agent for the purpose of disbursing such reserves in payment of such liabilitiesany of the aforesaid contingencies; (iii) then, and, at pay out of the expiration balance of such escrow period assets, if any, the outstanding balance of all remaining debts and liabilities of the Company to the Members including any Member who has withdrawn pursuant to Section 10.06 to whom the same are owed, pro rata, including satisfaction of the liabilities of the Company and borrowings by SEIS, Modis, and/or Cayenta to fund Member loans or credit supports or otherwise provide liquidity to or for the benefit of the Company, including the extension of credit as an unmargined line (whether by payment or the Manager or liquidating trustee shall deem advisable making of reasonable provision for payment thereof), other than liabilities for distributions on Membership Units; (iv) then, after giving effect to all allocations provided in Article VII hereof, including those required under clause (ii) of the definition of "Asset Value" on Schedule 1.01, pay the Members who have Unrecovered Capital, pro rata, to the extent of their respective amounts of Unrecovered Capital but not to exceed one calendar yearin excess of their respective Capital Accounts, to distribute the balance thereafter remaining in the manner hereinafter providedbalance, if any, of such assets; and (cv) Thirdthen pay the balance, if any, of such assets to the Members in the following order and priority: (A) to the Members, pro rata, in accordance with their positive Capital Account balances; (B) to the Members, pro rata, in accordance with the number of Membership Units owned by each such Member. To the extent that the Members determine that any or all of the assets of the Company shall be sold, such assets shall be sold as promptly as practicable, in a commercially reasonable manner. For purposes of making the liquidating distributions required by this Section 11.04(a), the Liquidating Trustee may determine, at the direction of the Members by Majority Vote, whether to distribute all or any portion of the assets of the Company in kind or to sell all or any portion of the assets of the Company and distribute the proceeds therefrom. Each Member shall receive copies of all customer information relating to customers of the Company. Subject to paragraph (c) below, Customer Contracts will be divided among the Members such that each Member receives its pro rata share (in accordance with the number of Membership Units) of the aggregate value of Customer Contracts, unless all of the Members otherwise agree in writing to distribute Customer Contracts to certain but not all Members. The Capital Account of each Member shall be adjusted to take into account the Net Profit and Net Losses resulting from the sale of the Company's assets and all other transactions in connection with the winding up of the Company. Notwithstanding anything herein to the contrary, all Joint Work Product (as such term is defined in the License Agreement) except all Company Marks and Hybrid Marks (as those terms are defined in the License Agreement) shall be distributed to the Members and such Joint Work Product shall thereafter be jointly owned by the Members and each Member shall have the unrestricted right to use, license, distribute, sell or otherwise fully exploit such rights without accounting to the other Members, subject to any rights of third parties with regard to such Joint Work Product. In the event that any Joint Work Product is embodied in or is used in connection with a Member's Separate Work Product (as such term is defined in the License Agreement), such Member shall grant to each other Member a limited non-exclusive, royalty-bearing license, on commercially reasonable terms, to use the Separate Work Product solely in connection with obligations and services being provided pursuant to contracts and agreements in effect on the date liquidation of the Company begins, and not for general use of the Joint Work Product in the Member's business. The Liquidating Trustee shall promptly cause copies of any physical embodiments of all Joint Work Product (including source code) other than Company Marks and Hybrid Marks to be delivered to each Member. All Company Marks and all Hybrid Marks shall be deemed to be abandoned. The Members shall have no rights in the Company Marks, Hybrid Marks or any component parts of any Hybrid Marks, or any goodwill associated with any of the foregoing except that (x) the Members shall be permitted to use such Company Marks and Hybrid Marks solely in connection with obligations and services being provided pursuant to contracts and agreements in effect on the date liquidation of the Company begins, and not for general use in the Member's business and (y) SEIS shall own and have the sole right to use the name "Soliance" and all variations thereof and derivations therefrom. All rights in said component parts, and the goodwill associated therewith, shall revert to the Member owning such component parts. (b) Notwithstanding any provision to the contrary in this Section 11.04, upon dissolution of the Company as a result of Section 11.02(a) or (b), the Liquidating Trustee shall, to the extent practicable and consistent with Sections 11.04(a)(iv) and 11.04(a)(v), distribute in kind to each Member the respective assets contributed or transferred by such Member to the Company. The value of each such asset at dissolution shall be determined using the same methodology that was used to determine the value of the assets to be contributed to the Company. (c) To the extent that, pursuant to the provisions of paragraphs (a) and (b) above, a Member does not, as provided in Section 11.04(a)(v), receive property or assets equal to the value of such Member's Capital Account plus a proportionate share of the remainder of property and assets available for distribution after all Members' Capital Accounts have been eliminated pursuant to the liquidation, an attempt will be made to re-allocate the Customer Contracts such that each Member receives property and assets equal to the value of such Member's aggregate Capital Account plus a proportionate share of the remainder of property and assets available for distribution after all Members' Capital Accounts have been eliminated pursuant to the liquidation. In the event that the re-allocation of the Customer Contracts fails to provide each Member with the full value of such Member's Capital Account plus a proportionate share of the remainder of property and assets available for distribution after all Members' Capital Accounts have been eliminated pursuant to the liquidation, each Member which has received more than the full value of its Capital Account plus a proportionate share of the remainder of property and assets available for distribution after all Members' Capital Accounts have been eliminated pursuant to the liquidation, shall pay to the other Member(s), within five Business Days of the notice described in paragraph (d) below becoming final, a cash amount in immediately available funds, equal to the difference in the amount such Member was entitled to receive pursuant to Section 11.04(a)(v) and the amount such Member actually received. Notwithstanding any other provisions of this paragraph, in the event that should there be an insufficient amount of assets to return to each Member the full value of its Capital Account, the Liquidating Trustee will, in its discretion, divide the assets such that each Member receives as near as possible the proportionate amount it was entitled to receive pursuant to Section 11.04(a)(v). (d) As soon as practicable, the Liquidating Trustee shall deliver a notice to each Member setting forth the value assigned to each asset and the Member to which such asset will be distributed, in connection with the provisions of Section 7.01paragraphs (a), (b) and (c) above. Each Member shall have 15 days to dispute such valuation and if no notice of dispute is delivered to the Liquidating Trustee and the other Members, the notice of valuation shall become final. If such notice of dispute is delivered, the matter shall be submitted to a nationally recognized investment banking firm, accounting firm or valuation firm selected by the Liquidating Trustee from a list of three such firms provided by the disputing Member. The banking, accounting or valuation firm shall make a decision within 60 days of referral, which decision shall be final and binding, and the fees and expenses of such firm shall be borne by the Company.

Liquidation. Upon On dissolution of the Company for any reasonPartnership, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Limited Partners) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken Partnership as of the date of dissolution, and a such statement thereof shall be furnished to each Member all of the Limited Partners. Then those Partnership assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Partnership assets would be unduly disadvantageous to the Limited Partners, the liquidator may, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Limited Partners in kind. The liquidator shall then wind up the affairs of the Partnership and distribute the proceeds of the Partnership by the end of the calendar year of the liquidation (or, if later, within thirty (30) 90 days after the dissolution. Such accounting and statements shall be prepared under the direction date of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyPartnership other than liabilities for distributions to Partners, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company Partnership or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Partnership. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andthen (c) Third, to the Members Partners or their legal representatives in accordance with the provisions of Section 7.01positive balances in their respective Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for all periods.

Liquidation. Upon (a) In the event of the dissolution of the Company for any reasonCompany, which dissolution (if applicable) is not followed by actions of the Members to continue the Company, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken sold or distributed as promptly as possible, but in an orderly and a statement thereof businesslike manner, as the Board in its discretion shall determine. All assets of the Company which are sold shall be furnished sold at such price and upon such terms as the Board in its sole discretion may deem advisable. The Board may retain the Investment Manager (or another Person) to each Member within thirty assist in the liquidation of the Company. The Investment Manager (30or the Person charged with the liquidation of the Company) days after the dissolution. Such accounting and statements shall be prepared under entitled to a fee for its services as the direction liquidator of the Member orCompany, the amount of such fee to be determined by a liquidating trustee selected by unanimous consent mutual agreement of the Membersliquidator and the Board. Any Member may purchase the assets of the Company at such sale. (b) The Company property proceeds of any sale described in Section 10.2(a), in addition to the cash and assets and/or the proceeds from the liquidation thereof securities on hand, shall be applied and distributed in the following order of priority: (ai) First, to the payment of the debts and liabilities of the CompanyFund, including, without limitation, loans payable to Members and the liquidator fee described in the order of priority provided by law Section 10.2(a) above; then (including any loans by the Members ii) to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee Board may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; providedCompany, however, provided that any such reserve reserves shall be paid over by the Manager or liquidating trustee to an independent escrow agent, to be held by such escrow agent or his successor for such period as such person shall deem advisable for the purpose of disbursing applying such reserves in to the payment of such liabilities, liabilities or obligations and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar yearperiod, to distribute the balance thereafter remaining of such reserves, if any, shall be distributed; then (iii) to the Members, in proportion to the manner hereinafter provided; andpositive balances of their respective Capital Accounts after all Profits and Losses resulting from the liquidation and/or distribution of all assets of the Company have been allocated pursuant to Section 5.1. (c) Third, The Board may in its discretion distribute any or all of the Company's assets in kind and in varying amounts (including a percentage of one or more such assets which exceeds the percentage of such asset(s) which is equal to the Members percentage in accordance with which a Member shares in distributions from the provisions Company) to the Members. (d) The Board, in making distributions upon liquidation, shall value the Company's publicly traded assets by reference to the values of Section 7.01same reported by the securities exchange or quotation system upon which such securities are listed or quoted on the day prior to distribution of the same, and shall value the Company's remaining assets according to their fair market value as determined by the Board, acting in good faith. The determination of fair market value of each of the assets by the Board shall be conclusive and binding on the parties.

Liquidation. (a) Upon dissolution of the Company Company, a liquidator or liquidating committee appointed by the Board shall be the liquidator (the “Liquidator”). The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Board. The Liquidator shall agree not to resign at any reasontime without 30 days prior written notice. Except as expressly provided in this Article 11, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the officers of the Company shall immediately commence under the terms of this Agreement (but subject to windup its affairs. A reasonable all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be allowed for reasonably required in the orderly termination good faith judgment of the Liquidator to complete the winding up and liquidation of the Company business, discharge of its liabilities and distribution or liquidation as provided for herein. (b) The Liquidator shall liquidate the assets of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets Company, and liabilities of the Company shall be taken apply and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the liquidation thereof shall be applied of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ai) First, the payment of to the debts and liabilities creditors of the Company, including Members, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (bii) Second, setting up of to establish or add to such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary or appropriate; and (iii) to the Members (with such distribution to the Members to be divided among such Members pro rata in accordance with their Common Units). The reserves established pursuant to subparagraph (ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee Liquidator deems advisable, such reserves shall deem advisable but not be distributed to exceed one calendar year, to distribute the balance thereafter remaining Members in the manner hereinafter provided; andpriorities set forth in this Section 11.2(b). (c) ThirdThe Members shall not be responsible for restoring any negative balance in their Capital Accounts upon termination or dissolution of the Company. (d) In any termination or dissolution of the Company, the Company may distribute the assets of the Company to Members in cash, ratably in kind or any combination thereof. Each distribution in kind of property pursuant to Section 11.2(b)(iii) shall be distributed based upon the fair market value of such property. If a Liquidating Distribution is made both in cash and in kind, such Liquidating Distribution shall be made so that, to the Members fullest extent practicable, the percentage of cash and any other assets distributed with respect to each type of Unit is identical. (e) Distributions upon liquidation of the Company (or any Member’s interest in accordance with the provisions Company) and related adjustments shall be made by the end of the Taxable Year of the liquidation (or, if later, within ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulation Section 7.011.704-1(b)(2)(ii)(b), including requirements (2) and (3) thereof. (f) Upon completion of the distribution of the assets of the Company as provided in Section 11.2(b) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company. (g) Each Member hereby waives any rights to partition of the assets of the Company.

Liquidation. (a) Upon dissolution of the Company Company, a liquidator or liquidating committee appointed by the Board shall be the liquidator (the "Liquidator"). The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Board. The Liquidator shall agree not to resign at any reasontime without 30 days prior written notice. Except as expressly provided in this Article 11, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the officers of the Company shall immediately commence under the terms of this Agreement (but subject to windup its affairs. A reasonable all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be allowed for reasonably required in the orderly termination good faith judgment of the Liquidator to complete the winding up and liquidation of the Company business, discharge of its liabilities and distribution or liquidation as provided for herein. (b) The Liquidator shall liquidate the assets of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets Company, and liabilities of the Company shall be taken apply and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the liquidation thereof shall be applied of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ai) First, the payment of to the debts and liabilities creditors of the Company, including Members, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (bii) Second, setting up of to establish or add to such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary or appropriate; and (iii) to the Members (with such distribution to the Members to be divided among such Members pro rata in accordance with their Common Units). The reserves established pursuant to subparagraph (ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee Liquidator deems advisable, such reserves shall deem advisable but not be distributed to exceed one calendar year, to distribute the balance thereafter remaining Members in the manner hereinafter provided; andpriorities set forth in this Section 11.2(b). (c) ThirdThe Members shall not be responsible for restoring any negative balance in their Capital Accounts upon termination or dissolution of the Company. (d) In any termination or dissolution of the Company, the Company may distribute the assets of the Company to Members in cash, ratably in kind or any combination thereof. Each distribution in kind of property pursuant to Section 11.2(b)(iii) shall be distributed based upon the fair market value of such property. If a Liquidating Distribution is made both in cash and in kind, such Liquidating Distribution shall be made so that, to the Members fullest extent practicable, the percentage of cash and any other assets distributed with respect to each type of Unit is identical. (e) Distributions upon liquidation of the Company (or any Member's interest in accordance with the provisions Company) and related adjustments shall be made by the end of the Taxable Year of the liquidation (or, if later, within ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulation Section 7.01.1.704-1(b)(2)(ii)(b), including requirements (2) and (3)

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Company shall be managed on behalf of the Company by the "Liquidator," which shall be (i) if Insight wrongfully caused the dissolution of the Company, a liquidating trustee selected by the Principals, and (ii) in all other events, Insight or a liquidating trustee selected by Insight. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Company's assets (including equity interests in other Persons) or portions or clusters of assets of the Company. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall to be taken and a statement thereof shall to be furnished to each Member and each Principal within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Company. (d) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members either Member to the Company) and payment of the expenses of liquidation; (bii) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (ciii) finally, remaining proceeds shall be distributed to the Members as follows: (A) First, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(i) but were not made (including any increase to such amount pursuant to Section 4.1(b)(i)), plus (y) a pro rata portion of the Guaranteed Payment Amount, based on the ratio of the number of days between the immediately preceding Guaranteed Payment Date and the date on which the distribution is made pursuant to this Section 10.2(d)(iii)(A) to the number of days between the immediately preceding Guaranteed Payment Date and the next following Guaranteed Payment Date, computed on the basis of a 360-day year of twelve 30-day months; (B) Second, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the Preferred A Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1 (a)(ii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(ii)), plus (z) the amount by which the Preferred A Preference Amount exceeds the amount described in clause (y) of Section 10.2(d)(iii)(A); (C) Third, if the Preferred B Interest is then outstanding, to the holder of the Preferred B Interest in an amount equal to the sum of (x) the Preferred B Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(iii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(iii)), plus (z) the Preferred B Preference Amount; (D) Fourth, to the Manager in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(v) but were not made (including any increase to such amount pursuant to Section 4.1(b)(iv)), plus (y) the Management Return; (E) Thereafter, pro rata to the Members in accordance with proportion to their remaining positive Capital Account balances, after reducing the provisions Members' Capital Account balances to take into account distributions pursuant to the foregoing paragraphs of this Section 7.0110.2(d)(iii). The distributions pursuant to this Section 10.2(d)(iii) shall, to the extent possible, be made prior to the later of the end of the Fiscal Year in which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its affairswind up the Company’s affairs in an orderly manner. A reasonable period of time The Members shall continue to share Net Profits and Net Losses during liquidation as specified in Article VI. Each Member shall be allowed for furnished with a statement audited by the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of Auditors that shall set forth the assets and liabilities of the Company as of the date of dissolution. Each Member shall pay to the Company all amounts then owing by it to the Company. The proceeds of liquidation shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member ordistributed, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied as realized, in the following order of and priority: (ai) First, payment to creditors of the debts and Company (including holders of Units that are creditors to the extent otherwise permitted by Law), in satisfaction of the liabilities of the CompanyCompany (whether by payment or the making of reasonable provision for payment thereof), in the order other than liabilities for distributions to holders of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedUnits; and (cii) ThirdSecond, to the Members in accordance with the provisions positive balance in the Members’ Capital Accounts; provided that if for any reason at the time of liquidation any Member’s Capital Account differs from the amount that such Member would be entitled to receive pursuant to Article VII, all items of income, gain, loss or deduction of the Company incurred in (i) the tax year in which the liquidation occurs, and (ii) any prior tax year for which the tax return has not yet been filed, shall, in each case and to the greatest extent possible, be allocated among the Members so as to cause each Member’s Capital Account to equal such Member’s applicable distribution entitlement pursuant to Article VII. (b) To the extent that the Liquidating Trustee determines that any or all of the assets of the Company shall be sold, such assets shall be sold, as promptly as practicable, in a commercially reasonable manner. For purposes of making the liquidating distributions required by this Section 7.0110.4(b), the Liquidating Trustee may determine whether to distribute all or any portion of the assets of the Company in kind or to sell all or any portion of the assets of the Company and distribute the proceeds therefrom. (c) In the event the assets of the Company are to be distributed in kind, the Liquidating Trustee shall deliver a notice to each Member setting forth the value assigned to each asset that the Liquidating Trustee proposes be distributed. Each Member shall have 15 days to dispute such valuation, and if no notice of dispute is delivered to the Liquidating Trustee and the other Members, the notice of valuation shall become final and binding on all parties. If such notice of dispute is delivered, the matter shall be submitted to a nationally recognized investment banking firm, accounting firm or valuation firm selected by the Liquidating Trustee from a list of three such firms provided by the disputing Member. The banking, accounting or valuation firm shall make a decision within 60 days of referral, which decision shall be final and binding on all parties, and the fees and expenses of such firm shall be borne by the Company.

Liquidation. Upon dissolution of If the Company for any reasonis dissolved pursuant to Section 12.01, the Company shall immediately commence to windup be liquidated and its affairs. A reasonable period of time shall be allowed business and affairs wound up in accordance with the Delaware Act and the following provisions: [***] Confidential treatment has been requested for the orderly termination bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) The Board shall act as liquidator to wind up the Company (the “Liquidator”); provided that, notwithstanding anything herein to the contrary, (i) if the Company is being dissolved pursuant to Section 12.01(b) based on the Bankruptcy or a default by Loop, IVH shall act as Liquidator; or (ii) if the Company is being dissolved pursuant to Section 12.01(b) based on the Bankruptcy or a default by IVH, Loop shall act as Liquidator. The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner; provided that, discharge of its liabilities and distribution or liquidation of if the remaining assets so as to enable Board is the Company to minimize Liquidator, it shall act in accordance with ARTICLE VII until the normal losses attendant to the liquidation processwinding up occurs. A full accounting of the assets and liabilities The Liquidator shall be a “liquidating trustee” of the Company within the meaning of the Delaware Act. (b) As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be taken made by a recognized firm of certified public accountants of the Company’s assets, liabilities and a statement thereof operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (c) The Liquidator shall be furnished assign to each Member a joint, undivided ownership interest in all Company IP, with such assignment to specify that neither Member shall be entitled to assign or otherwise transfer its interest in the Company IP (without the prior written consent of the other Member) or, without having first complied with the following requirements of this Section 12.03(c), use or license any of the Company IP for any purpose. To the extent that either Member would like to use or license the Company IP (the “Requesting Member”), it shall send written notice thereof to the other Member with such notice to specify (i) the applicable Company IP that it intends to use or license (i.e., applicable patents, copyrights, trademarks, trade secrets), (ii) the scope of the use or license (including the territory, field of use, types of products or services, and rights to grant sublicenses), (iii) any proposed rights of exclusivity, (iv) the term of the use or license, (v) in the case of a license, the identity of the proposed licensee, (vi) in the case of a license, the fees payable to such Requesting Member by the licensee in consideration for the license (such as license fees, royalties, milestone fees, and deductions), and (vii) in the case of a license, the termination rights (collectively, the “IP Usage Terms”). Notwithstanding the foregoing, in no event shall the Requesting Member be entitled to any rights of exclusivity (as to itself or any license granted), unless such rights of exclusivity are approved in writing by the other Member. Promptly following delivery of such notice, the Parties shall negotiate for a period of at least thirty (30) days in an effort to agree upon an appropriate royalty, revenue share (for example, in the case of a license, the other Member would be entitled to a percentage of the license fees, royalties, milestone fees, or other fees being received by the Requesting Member from its licensee), or other fee to be paid by the Requesting Member to the other Member in consideration for such use or license by the Requesting Member, and the payment terms thereof. If the Parties are unable to reach agreement on such fee within such thirty (30) day period, either Party may elect to require the Parties to engage an independent appraiser mutually agreed upon by the Parties (the “IP Appraiser”) to determine, based on the fair market value of the underlying Company IP and the IP Usage Terms (including any proposed rights of exclusivity only if such rights of exclusivity have been approved by the other Member), the appropriate amount of the royalty, revenue share, or other fee to be paid by the Requesting Member to the other Member, and the appropriate payment terms thereof (collectively, the “Royalty Terms”), in connection with the Member’s use or license of the applicable Company IP determined by “baseball arbitration” as follows. Within sixty (60) days after an IP Appraiser is selected, each Party will deliver to both the IP Appraiser and the other Party a detailed written proposal setting forth its proposed Royalty Terms and a memorandum (the “Support Memorandum”) in support thereof. Within thirty (30) days after receipt of the other Party’s proposed Royalty Terms and Support Memorandum, each Party may submit to the IP Appraiser (with a copy to the other Party) a response to the other Party’s Support Memorandum. Neither Party may have any other communications (either written or oral) with the IP Appraiser other than for the sole purpose of engaging the IP Appraiser or as expressly permitted in this Section 12.03(c); provided that, the IP Appraiser may convene a hearing if the IP Appraiser so chooses to ask questions of the Parties and hear oral argument and discussion regarding each Party’s proposed Royalty Terms. Within thirty (30) days after the dissolutionIP Appraiser’s appointment, the IP Appraiser will select one of the two proposed Royalty Terms (without modification) provided by the Parties that he or she believes is most consistent with the intention underlying and agreed principles set forth in this Agreement. Such accounting The costs and statements expenses of the IP Appraiser shall be prepared under split equally between the direction Parties. The determination of the Royalty Terms by the IP Appraiser shall be final and binding on the Parties and the Parties shall promptly enter into a written agreement memorializing the Requesting Member’s right to use or license the applicable Company IP in accordance with the applicable IP Usage Terms and pursuant to the applicable Royalty Terms. The obligations of each Member orunder this Section 12.03(c) shall survive the termination, by a liquidating trustee selected by unanimous consent dissolution, liquidation and winding up of the MembersCompany for any reason. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (d) The Liquidator shall liquidate the remaining assets of the Company property other than the Company IP and assets and/or distribute the proceeds from the of such liquidation thereof shall be applied in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (ai) Firstfirst, to the payment of all of the Company’s debts and liabilities of the Company, in the order of priority provided by law to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any loans by the Members to sales of assets of the Company) and payment to the establishment of and additions to reserves that are determined by the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem Liquidator to be reasonably necessary for any contingent contingent, conditional or unforeseen unmatured liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (cii) Thirdsecond, to the Members in accordance with the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs. (e) Notwithstanding the provisions of Section 7.0112.03(d) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 12.03(d), if upon dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, upon the unanimous consent of the Directors, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.03(d), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

Liquidation. Upon the dissolution of the Company for any reasonCompany, if the dissolution is not revoked or discontinued as provided in the Act and/or this Agreement, the Company shall immediately commence to windup its affairs. A reasonable period Board of time shall be allowed for Governors or the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared Managers acting under the direction of the Member or, by a liquidating trustee selected by unanimous consent Board shall reduce the assets of the MembersCompany to cash. The Company property Members and assets and/or assignees of the proceeds from the Financial Rights shall continue to share net income or losses during liquidation thereof shall in accordance with Section 4.01 hereof. Proceeds shall, except as provided in Section 6.03 hereof, be applied in the following order of prioritypriority after taking into account all adjustments to the Capital Accounts for the Company’s taxable year during which such liquidation occurs, unless a court of appropriate jurisdiction should rule otherwise: (a) First, to the payment of the debts liabilities and liabilities obligations of the Company, in the order of priority provided by law Company (including any loans by liabilities and other obligations to the Members to the Company) and payment assignees of Financial Rights and the expenses of liquidation), in accordance with priorities; (b) Second, setting up to the establishment of such reserves as the Manager Board of Governors or liquidating trustee the Managers acting under the direction of the Board may reasonably deem reasonably necessary for any contingent or unforeseen liabilities or and obligations of the Company for such period as the Board of Governors or any obligation or liability not then due and payable; provided, however, that any such reserve the Managers acting under the direction of the Board shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent deem advisable for the purpose of disbursing such reserves in payment of such liabilities, liabilities or obligations and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar yearperiod, to distribute the balance thereafter remaining in the manner of such reserves, if any, shall be distributed as hereinafter provided; (c) to the Members and assignees of Financial Rights in proportion to, and to the extent of, the positive (credit) balances in their Capital Accounts (less any damages and/or offsets due the Company from such Members); and (cd) Thirdthe balance of such proceeds, if any, shall be distributed to the Members and assignees of Financial Rights pro rata in accordance with their respective Percentage Interests (less any damages and/or offsets due the provisions of Section 7.01Company from such Members).

Liquidation. (a) Upon the dissolution of the Company for any reasonCompany, the Company Member shall immediately commence act as liquidator to windup its affairswind up the Company. A reasonable period of time The liquidator shall be allowed for proceed to wind up the orderly termination affairs of the Company businessdiligently and make final distributions as provided herein and in the Act. The liquidator shall have full power and authority to sell, discharge of its liabilities assign and distribution encumber any or liquidation all of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the Company’s assets and liabilities to wind up and liquidate the affairs of the Company in an orderly and business-like manner. (b) The liquidator shall use reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the liquidator shall deem it advisable to sell, subject to obtaining fair market value for such assets and any tax or other legal considerations. As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. The liquidator shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder. (c) All proceeds from liquidation shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied distributed in the following order of prioritypriority unless otherwise required by applicable law: (ai) Firstfirst, payment of to the debts and liabilities creditors of the Company, in including the order of priority provided by law (including any loans by the Members Member if a creditor, to the Company) and payment extent otherwise permitted by law, in satisfaction of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (whether by payment or any obligation or liability not then due and payable; providedthe making of reasonable provision for payment thereof), however, that any such reserve shall be paid over by other than liabilities for distributions to the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedMember; and (cii) Thirdthereafter, to the Members Member. (d) In lieu of making liquidating distributions in accordance with cash, the provisions liquidator may, in its sole discretion, make such distributions in kind. (e) Upon the completion of Section 7.01the distribution of Company assets as provided in this Agreement, the Company shall be terminated and the person acting as liquidator shall cause such termination pursuant to the Act and shall take such other actions as may be necessary or appropriate to terminate the Company.

Liquidation. (a) Upon (i) the dissolution of the Company for any reasonor (ii) the termination of a Series, the Manager shall act as liquidator or may appoint one or more other Persons as liquidating trustee; however, (A) if there is no Manager at the time of dissolution of the Company or termination of a Series or (B) if the Series One Members so elect by a Majority in Interest (with respect to a dissolution of the Company or the termination of Series One) or Series Two Members so elect by a Majority in Interest (with respect to the termination of Series Two), the liquidating trustee shall be one or more Persons selected in writing by a (i) Majority in Interest of the Series One Members in the case of a dissolution of the Company or (ii) the Series One Members or the Series Two Members, as applicable, in the case of a termination of a Series. The costs of liquidation shall be an expense of the Company (in the case of a dissolution of the Company) or of the applicable Series (in the case of a termination of such Series). (b) Upon (i) the occurrence of the dissolution of the Company, the Manager or liquidating trustee shall immediately commence to windup its affairs. A wind up the affairs of the Company and each Series or (ii) upon termination of a Series, the Manager or liquidating trustee shall immediately commence to wind up the affairs of the Series so terminated; provided, however, that a reasonable period of time shall be allowed for the sale and orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets Properties and the satisfaction of liabilities to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation; provided, further, that the Manager shall use its reasonable best efforts to ensure that such liquidation is undertaken in a tax efficient manner. The Capital Accounts of the liquidation process. A full accounting Members shall be adjusted to reflect the Fair Value of the assets and liabilities associated with an affected Series at the time of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) and shall be further adjusted by allocation of the provisions Net Income or Net Loss of such Series for the fiscal year ending on the date of the liquidating distribution of the assets associated with each affected Series pursuant to Section 7.017.2 and 7.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Members shall appoint a Manager as liquidating trustee (the “Liquidating Trustee”), and shall immediately commence to windup its wind up the Company’s affairs. A ; provided, however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge available for liquidation and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Liquidating Trustee shall use his or her commercially reasonable efforts to the liquidation process. A full accounting reduce all of the Company’s assets and liabilities into cash through an orderly liquidation of the Company shall be taken and Company’s assets within a statement thereof shall be furnished to each Member within thirty (30) days after the dissolutionreasonable period of time. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, After making payment of the or provision for all debts and liabilities of the Company, in if determined to be necessary under the order of priority provided by law (including any loans circumstances by the Members to Board of Managers, the Company) and payment Members’ Capital Accounts shall be adjusted by debiting or crediting each Member’s Capital Account with its respective share of the expenses hypothetical gains or losses resulting from the assumed sale of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations all remaining assets of the Company or any obligation or liability not then due for cash at their respective fair market values as of the date of dissolution of the Company in the same manner as gains and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment losses on actual sales of such liabilities, and, at the expiration of such escrow period as the Manager or properties are allocated under Section 3.3 hereof. The liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, then by payment of cash or property make distributions to the Members in accordance with the manner provided in Section 3.4(c). Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or ninety (90) days after the date of such liquidation. Notwithstanding any provisions of in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The Members shall continue to share Profits and Losses during liquidation in the same proportions, as specified in Section 7.013.3 hereof, as before liquidation. In the event that such Manager is unable to perform in his or her capacity as liquidating trustee due to bankruptcy, dissolution, death, adjudicated incompetency or any other reason, the liquidating trustee shall be a Person approved by the Members.

Liquidation. Upon dissolution (a) As soon as practicable following the effective date of dissolution, the proceeds from liquidation shall be applied and distributed as follows: (i) First, to the satisfaction (whether by payment or the reasonable provision for payment) of the obligations of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, creditors in the order of priority provided by law (including any loans established by the Members instruments creating or governing such obligations and to the Company) and payment extent otherwise permitted by law, including to establish of any reserves which the expenses of liquidation; (b) Second, setting up of such reserves as the Manager Managing Member or other liquidating trustee as may deem reasonably be selected considers necessary for any contingent anticipated contingent, conditional or unforeseen unmatured liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any to satisfy all applicable formalities in such reserve circumstances as may be prescribed by applicable law. All such reserves shall be paid over to a national bank selected by the Manager Managing Member (or other liquidating trustee if applicable) and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank as escrowee for the purpose of disbursing such reserves in payment in respect of such liabilities, and, at any of the aforementioned liabilities or obligations. At the expiration of such escrow period as the Manager Managing Member (or other liquidating trustee trustee, if applicable) shall deem advisable but in accordance with the Act, any balance of any such reserves not required to exceed one calendar year, to distribute the balance thereafter remaining discharge such liabilities or obligations shall be distributed as provided in the manner hereinafter providedsubsection (ii) below; and (cii) ThirdSecond, to the Members in accordance with Article 6 hereof. (b) Each Member shall look solely to the provisions assets of the Company for all distributions with respect to the Company and shall have no recourse therefor, upon dissolution or otherwise, against the Managing Member or a Non-Managing Member. Subject to Section 7.0111.3(c) hereof, no Member shall have any right to demand or receive property other than cash upon dissolution of the Company. (c) If upon the winding up and liquidation of the Company there shall be any assets of the Company to be distributed in kind, then the Managing Member shall provide written notice to each Member of such distribution which notice shall set forth the date on which the Managing Member has determined to cause such distribution to be made and shall offer to each Member the right to elect not to receive such in kind distribution.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Board of Managers or, if one is appointed, an authorized liquidating trustee shall immediately commence to windup its wind up the Company's affairs. A reasonable period of time shall be allowed for the orderly Upon termination and dissolution of the Company business, discharge and liquidation of its liabilities and distribution assets, the Board of Managers or liquidation of liquidating trustee, as the remaining case may be, shall apply the Company's assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting payment of the assets and all liabilities of the Company shall be taken and a statement thereof shall be furnished owing to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Memberscreditors in accordance with applicable law. The Company property and assets and/or Board of Managers or liquidating trustee, as the proceeds from the liquidation thereof case may be, shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting set up of such reserves as the Manager or liquidating trustee may deem it deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall Company. Said reserves may be paid over by the Manager Board of Managers or liquidating trustee trustee, as the case may be, upon dissolution to an escrow agent, a bank or trust company to be held by such in escrow agent for the purpose of disbursing paying any such reserves in payment of such liabilities, contingent or unforeseen liabilities or obligations and, at the expiration point in time when the Board of Managers or liquidating trustee, as the case may be, may deem that no further risk of such escrow period as unforeseen liabilities or obligations exists, such reserves shall be distributed to the Manager Members or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining their assigns in the manner hereinafter provided; and set forth in Section 10.04. The Board of Managers or, if applicable, the liquidating trustee, shall (ca) Thirddetermine which assets shall be distributed in kind and which assets shall be liquidated and (b) either cause the Company's assets to be sold or distributed, and if sold, shall cause the proceeds therefrom, to the Members extent sufficient therefor, to be applied and distributed as provided in accordance with the provisions of Section 7.0110.04.

Liquidation. (a) Upon a dissolution of the Company, the Manager or a liquidating trustee appointed by the Requisite Members, if there is no Manager, shall commence to wind up the affairs of the Company and to liquidate the Company Assets. The Manager or such liquidating trustee, as the case may be, shall have full right and unlimited discretion to determine the time required and used for liquidation, which such Manager or liquidating trustee shall attempt to be no greater than one year from the date of dissolution, and the manner and terms of any reasonsale or sales of Company Assets pursuant to such liquidation, for the purpose of obtaining, in its opinion, fair value for the Company Assets, having due regard to the activity and condition of the relevant markets and general economic and financial conditions. (b) The proceeds of such liquidation shall be applied as provided in this Section. To the extent that the Company Assets cannot be liquidated and the Manager or liquidating trustee, as the case may be, determines that a distribution in kind would be in the best interests of the Members, the Company shall immediately commence will first receive the opinion of counsel that such distribution would not adversely affect the limited liability of the Members prior to windup its affairsmaking any such distribution. A reasonable period of time Company Assets distributed in kind shall be allowed deemed to have been sold for fair market value, and the orderly termination proceeds of such sale shall be deemed to have been distributed. (c) In connection with the dissolution of the Company, Profits and Losses shall be allocated among the Members in the manner provided for in Article 10. Company business, discharge Assets (including the proceeds of its liabilities and distribution or the liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30such assets) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order order: (i) to pay third-party creditors (whether by payment or by making of priority: (a) First, reasonable provision for payment of the debts and liabilities of the Companythereof), in the order of priority provided for by law law; (including any loans ii) to pay Member creditors (whether by payment or by making reasonable provision for payment thereof); (iii) to establish reserves for liabilities or other matters deemed necessary or desirable by the Members Manager; and (iv) as provided in Section 9.1 (determined after giving effect to the Company) all allocations of Profit and payment of the expenses of liquidation;Loss pursuant to this Section and Article 10). (bd) Second, setting up of such reserves as When the Manager or liquidating trustee trustee, as the case may deem reasonably necessary for any contingent or unforeseen liabilities or obligations be, has complied with the foregoing liquidation plan, there shall be executed and filed an instrument evidencing the cancellation of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by Certificate of the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01Company.

Liquidation. 7.5.1 Upon dissolution of the Company for any reasonCompany, the Company shall immediately commence thereafter engage in no further business other than that which is necessary to windup its affairswind up the business, and the Managing Member (or such other Person as the Managing Member may determine) shall act as the “Liquidator” of the Company. A reasonable period of time shall be allowed for the orderly winding up of the affairs of the Company in order to minimize any losses attendant upon such a winding up. In the event the Liquidator reasonably believes that it is prudent to do so, cash or other assets held in reserve may be placed in a liquidating trust or other escrow immediately prior to the termination of the Company businessin order to ensure that any and all obligations of the Company are satisfied. After allocating (pursuant to Article 4 of this Agreement) all income, discharge of its liabilities gain, loss, deductions and distribution or credit resulting from the liquidation of the remaining assets so Company Assets, the Liquidator shall apply and distribute the cash proceeds thereof as follows (it being understood that any amounts to enable be paid to a Lending Member pursuant to Section 2.3 shall be paid to such Lending Member out of the Company to minimize the normal losses attendant following distributions that would otherwise be made to the liquidation process. A full accounting of the assets and liabilities of the Company Non-Contributing Member, but that such amounts shall be taken deemed to have been distributed to the Non-Contributing Member and a statement thereof shall be furnished immediately repaid by the Non-Contributing Member to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:Lending Member): (a) First, to the payment of (i) the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by outstanding amounts due under any Credit Arrangements encumbering the Members Company Assets (or any part thereof) and, to the Companyextent permitted by law, to Members who are creditors) and payment of (ii) the expenses of liquidation;; then (b) Second, setting up to the establishment of such reserves as any Reserves which the Manager or liquidating trustee may deem Liquidator shall determine in its commercially reasonable judgment to be reasonably necessary for any contingent contingent, unliquidated or unforeseen liabilities Liabilities or obligations of the Company or any obligation its Subsidiaries or liability not then due and payable; providedthe Members arising out of or in connection with the Company or its Subsidiaries. Such Reserves may, howeverin the commercially reasonable discretion of the Liquidator, that any such reserve shall be paid over to a national bank or national trust company selected by the Manager or liquidating trustee Liquidator and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank or trust company as escrowee for a period as reasonably determined by the Liquidator for the purpose purposes of disbursing such reserves in payment of such liabilitiesReserves to satisfy the Liabilities and obligations described above, and, and at the expiration of such escrow period distributing any remaining balance as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining provided hereinafter in the manner hereinafter providedthis Section 7.5.1; andthen (c) Third, subject to Section 2.3, to the Members in accordance with Section 3.1.3. 7.5.2 Notwithstanding Section 7.5.1, in the provisions event that the Liquidator determines that an immediate sale of all or any portion of the Company Assets would cause undue loss to the Members, the Liquidator, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company Assets except those necessary to satisfy, including the provision of reasonable Reserves for, the Company’s debts and obligations, or distribute the Company Assets to the Members in kind in a manner otherwise in accordance with the distribution procedure of Section 7.017.5.1.

Liquidation. Upon dissolution dissolution, the Company’s business shall be liquidated in an orderly manner. Opteum shall act as the liquidator (unless it elects to appoint a liquidator) to wind up the affairs of the Company for any reasonpursuant to this Agreement. If there shall be no members, the Company shall immediately commence successor-in-interest to windup Opteum may serve as such liquidator or may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its affairs. A reasonable period duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of time shall be allowed for the orderly termination assets of the Company business, discharge of its liabilities in accordance with the Act and distribution or liquidation in any reasonable manner that the liquidator shall determine to be in the best interest of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersMembers or their successors-in-interest. The Company property and assets and/or the proceeds from the of any liquidation thereof shall be applied and distributed in the following order of priority: (a) First, for the payment of the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by debts and liabilities owed to the Members to the Company) extent permitted under the Act (and payment of the expenses of liquidation)); (b) Second, to the setting up of such any reserves as the Manager or liquidating trustee that Opteum reasonably may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall arising in connection with the business of the Company. These reserves may be paid over by the Manager or liquidating trustee Opteum to an escrow agentany attorney-at-law, as escrowee, to be held by such escrow agent attorney for the purpose of disbursing such reserves in payment of such liabilities, any of the aforementioned contingencies and, at the expiration of such escrow period as the Manager or liquidating trustee Opteum shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in of such reserves to the manner hereinafter providedMembers based on their Percentage Interests; and (c) Thirdthereafter, to the Members in accordance with the provisions of Section 7.01based on their Percentage Interests.

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Members) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company assets would be unduly disadvantageous to the Members, the liquidator may, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andthen (c) Third, to the Members or their legal representatives in accordance with the provisions of Section 7.01their positive Capital Account Balances.

Liquidation. Upon dissolution of the Company for any reasonin accordance with Section 8.1, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Membersliquidated. The Company property and assets and/or Members shall select a Liquidating Manager (who may be any Member) who shall serve only for purposes of winding up the Company. The proceeds from the of such liquidation thereof shall be applied and distributed in the following order of priority: (a) First, to the payment of the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by the Members other than debts or liabilities owing to the Companya Member or Economic Interest Owner) and payment of the expenses of liquidationliquidation (including, if applicable, the reasonable fees of the Liquidating Manager); (b) Second, the setting up of such any reserves as which the Liquidating Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; providedCompany, however, that any such reserve which reserves shall be paid over by the Manager or liquidating trustee to an escrow agentattorney at law, as escrow-holder, to be held by such escrow agent for the purpose of disbursing (under the direction of the Liquidating Manager) such reserves in payment of such liabilities, any of the aforementioned liabilities and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but (not to exceed one calendar yeartwo (2 years) as the Liquidating Manager may deem advisable, to distribute the balance thereafter remaining for distribution in the manner hereinafter provided; (c) to the repayment of any outstanding advances or loans that may have been made by any of the Members or Economic Interest Owners to the Company, other than capital contributions, pro rata among them on the basis of such advances and loans to the Company; and (cd) Thirdthe balance, if any, to the Members or Economic Interest Owners (or to their permitted transferees of their Interest in the Company, in whole or in part) in accordance with their respective Capital Accounts, after adjustment for all income, loss and gain of the provisions Company and after adjustment for all previous contributions and distributions of Section 7.01the Company.

Liquidation. Upon (a) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Section 13.7, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 11.3(c). Notwithstanding the dissolution of the Company for any reasonCompany, prior to the termination of the Company, the business, assets and affairs of the Company shall immediately commence continue to windup its affairsbe governed by this Agreement. (b) Upon the dissolution of the Company, the Managing Member, or, if there is no Managing Member, a person selected by Class A Members holding 66 2/3% in Interest of the Class A Interests shall act as the liquidator (the “Liquidator”) of the Company to wind up the Company. The Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. A reasonable period amount of time shall be allowed for the orderly termination liquidation of assets of the Company business, and the discharge of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant to the upon a liquidation. The costs of dissolution and liquidation process. A full accounting shall be an expense of the assets and liabilities of the Company Company. (c) The Liquidator shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the distribute all proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, payment to creditors of the debts and Company (including creditors who are Members) in satisfaction of the liabilities of the Company, in Company (whether by payment or the order making of priority provided by law (including any loans by the Members to the Company) and reasonable provision for payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedthereof); and (cii) Thirdsecond, to the Members in accordance with the provisions same manner in which distributions are made pursuant to Article V, which distributions shall be deemed to be made pursuant to Article V. The Liquidator shall determine whether any assets of Section 7.01the Company shall be liquidated through sale or shall be distributed in kind. A distribution in kind of an asset to a Member shall be considered, for the purposes of this Article XI, a distribution in an amount equal to the fair market value of the assets so distributed as determined by the Liquidator in its reasonable discretion. As promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause an accounting by a firm of independent public accountants of the Company’s assets, liabilities, operations and liquidating distributions to be given to the Members.

Liquidation. Upon (a) Dissolution of the Company shall be effective as of the date on which the event occurs giving rise to the dissolution and all Members shall be given prompt notice thereof in accordance with Section 13.7, but the Company shall not terminate until the assets of the Company have been distributed as provided for in Section 11.3(c). Notwithstanding the dissolution of the Company for any reasonCompany, prior to the termination of the Company, the business, assets and affairs of the Company shall immediately commence continue to windup its affairsbe governed by this Agreement. (b) Upon the dissolution of the Company, the Managing Member, or, if there is no Managing Member, a person selected by Class A Members holding 66 2/3% in Interest of the Class A Interests shall act as the liquidator (the “Liquidator”) of the Company to wind up the Company. The Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. A reasonable period amount of time shall be allowed for the orderly termination liquidation of assets of the Company business, and the discharge of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company upon a liquidation. (c) The Liquidator shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the distribute all proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, payment to creditors of the debts and Company (including creditors who are Members) in satisfaction of the liabilities of the Company, in Company (whether by payment or the order making of priority provided by law (including any loans by the Members to the Company) and reasonable provision for payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedthereof); and (cii) Thirdsecond, to the Members in accordance with the provisions same manner in which distributions are made pursuant to Article V, which distributions shall be deemed to be made pursuant to Article V. The Liquidator shall determine whether any assets of Section 7.01the Company shall be liquidated through sale or shall be distributed in kind. A distribution in kind of an asset to a Member shall be considered, for the purposes of this Article XI, a distribution in an amount equal to the fair market value of the assets so distributed as determined by the Liquidator in its reasonable discretion. As promptly as possible after dissolution and again after final liquidation, the liquidating trustee shall cause an accounting by a firm of independent public accountants of the Company’s assets, liabilities, operations and liquidating distributions to be given to the Members.

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Company shall be managed on behalf of the Company by the "Liquidator," which shall be (1) if the Company is being liquidated pursuant to Section 11.1(c), the non-defaulting Member, and (2) in all other events, Insight or a liquidating trustee selected by Insight. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Company's assets (including equity interests in other Persons) or portions or clusters of assets of the Company. The Liquidator shall afford each Member an opportunity to offer to purchase any assets of the Company that are offered for sale in connection with the liquidation of the Company to the extent doing so would be consistent with the orderly liquidation of the Company. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall to be taken and a statement thereof shall to be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Company. (d) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members either Member to the Company) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Members, in accordance with Section 4.1(b). The distributions pursuant to this Section 11.2(d)(3) shall, to the extent possible, be made prior to the later of the end of the Fiscal Year in which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (e) If in the course of the liquidation and dissolution of the Company pursuant to this Article 11, the Liquidator determines that a sale by all the Members to any Person of their Membership Interests, instead of a sale by the Company and the Subsidiaries of their respective assets, would more efficiently effect the liquidation of the Members' economic interests in accordance with the Company or would reduce negative tax consequences to the Members and the Company, but would not adversely affect the rights and obligations of either Member (including the tax consequences to either Member), then each Member agrees to sell its Membership Interest to such Person, and the Liquidator shall have the authority, pursuant to the power of attorney granted in Section 16.7(b), to execute, acknowledge, deliver, swear to, file, and record all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Member's Membership Interest. (f) Following the dissolution of the Company pursuant to Section 11.1, the Members will use commercially reasonable efforts to structure the liquidation of the Company in a manner that minimizes negative tax consequences to the Members and the Company to the extent doing so would not materially adversely affect either Member (except to the extent such Member is adequately compensated by the other Member for such adverse effect). Any structure agreed to by the Members pursuant to this Section 11.2(f) shall supersede the other provisions of this Article 11 to the extent it is inconsistent with such other provisions, but nothing in this Section 7.0111.2(f) shall modify or otherwise affect the other provisions of this Article 11 if the Members are unable to agree on such a structure.

Liquidation. Upon termination and dissolution of the Company for any reason, the Company shall immediately commence cease to windup its affairs. A reasonable period engage in further business, except to the extent necessary to perform existing obligations, and the CEO and the President, or in either or both cases, their respective Designees acting within the scope of time their authority, (“Liquidators”) shall be allowed for jointly wind up the orderly termination affairs of the Company business, discharge of its liabilities and distribution liquidate or liquidation distribute the Company’s assets. (i) All assets of the remaining Company may be sold in connection with any liquidation at public or private sale, at such price and upon such terms as the Liquidators, in their sole and absolute discretion, may deem advisable, provided that such Liquidators are acting within their fiduciary duties pursuant to Delaware law. Any Member and any partnership, corporation or other firm in which any Member is in any way interested may purchase assets so as at such sale. (ii) The Liquidators shall (a) cause the Company’s accountants to enable the Company to minimize the normal losses attendant to the liquidation process. A make a full and proper accounting of the assets assets, liabilities and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities operations of the Company, in as of and through the order of priority provided by law (including any loans by the Members to the Company) and payment last day of the expenses of liquidation; month in which the dissolution occurs, (b) Secondliquidate the assets as promptly as is consistent with obtaining a reasonable value for such assets, setting but in no event later than one (1) year after the occurrence of an event of dissolution, and (c) apply and distribute the proceeds therefrom pursuant to Section 18-804 of the DLLCA. (iii) Distributions of the Company’s assets may be made either in kind or in money, or partly in kind and partly in money, in the sole and absolute discretion of the Liquidators. All distributions in kind shall be valued as of the date of distribution as determined by the Liquidators in their sole and absolute discretion. The Liquidators shall not be required to give to the various persons interested similar or like property. For example, if the Liquidators are distributing assets and cash, the Liquidators, in their sole and absolute discretion, may give one distributee cash and give the other distributees assets or a combination of assets and cash. (iv) Upon dissolution and completion of the winding up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provideddistribution of its assets, however, that any such reserve the Liquidators shall be paid over by the Manager or liquidating trustee to an escrow agent, cause to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance executed and filed with the provisions Delaware Court of Chancery, a certificate of cancellation pursuant to Section 7.0118-203 of the DLLCA.

Liquidation. Upon (a) Except as otherwise provided herein, upon the dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time no further business shall be allowed conducted except for the orderly termination taking of such action as shall be necessary for the winding up of the affairs of the Company business, discharge and the distribution of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation processMembers pursuant to the provisions of this section. A In such event, a liquidating trustee shall be appointed as follows: Each Member shall select an advisor and the advisors shall select a third person to serve as liquidating trustee. The liquidating trustee shall have full accounting of authority to wind up the assets and liabilities affairs of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:make final distribution as provided herein. (ab) First, payment of Upon the debts and liabilities dissolution of the Company, the liquidating trustee shall sell the Company Assets at the best price available, or, with the consent of all Members, the liquidating trustee may distribute those assets in kind; provided, however, that the liquidating trustee shall ascertain the fair market value by appraisal or other reasonable means of the Company Assets to be distributed in kind, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article VI above. All of the Company Assets shall be so applied and distributed by the liquidating trustee on or before the later to occur of (x) the end of the taxable year in which the dissolution of the Company occurs, (y) the date that is 90 days following the date upon which substantially all of the Company Assets are sold or otherwise disposed of by the Company, or (z) the date that is 90 days following the date any other event of dissolution occurs, and in the order of priority provided by law following order: (including any loans by the Members i) First, to the Company) and payment creditors of the expenses of liquidationCompany; (bii) Second, to setting up of such the reserves as that the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (ciii) ThirdFinally, to in the Members manner provided in accordance with the provisions of Section 7.016.6, as applicable.

Liquidation. (a) Upon dissolution of the Company for any reasonPartnership, (i) the Company General Partner or, (ii) if there is no General Partner or such dissolution occurred pursuant to Section 10.1(ii), a Person approved by Two-Thirds in Interest of the Limited Partners to act as a liquidating trustee (the "Liquidating Trustee"), shall immediately commence to windup its affairs. A wind up the affairs of the Partnership and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Partnership and, after paying or making due provision by the setting up of reserves for all liabilities to creditors of the Partnership, to distribute the assets among the Partners in accordance with the provisions for the making of distributions set forth in this Agreement. (b) Notwithstanding Section 10.2(a), in the event that the General Partner or the Liquidating Trustee shall, in its absolute discretion, determine a sale or other Disposition of part or all of the Investments would cause undue loss to the Partners or otherwise be impractical, the General Partner or the Liquidating Trustee may either defer liquidation of, and withhold from distribution for a reasonable time, any such investments or distribute part or all of such investments, pro rata, to the Partners in kind; provided, however, that the time during which distribution is withheld may not extend beyond twenty- four months from the date of dissolution without the approval of Two-Thirds in Interest of the Limited Partners (unless distribution would be illegal). (c) Except as may be required by the Israeli Partnership Ordinance or other applicable law, no Limited Partners shall be allowed responsible for the orderly termination of the Company business, discharge of its liabilities and distribution or restoring any negative balance in their Capital Accounts. (d) The proceeds from liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied paid in the following order of prioritymanner: (ai) First, payment the expenses of liquidation (including legal and accounting expenses incurred in connection therewith up to and including the date that distribution of the Partnership's assets to the Partners has been completed) and the debts and liabilities of the CompanyPartnership, other than debts and liabilities to Partners, shall first be satisfied (whether by payment or the making of reasonable provision for payment thereof) including such provision for reserves as the General Partner or Liquidating Trustee deems necessary or desirable; (ii) to pay, in accordance with the order of priority provided by law (including any loans terms agreed among them and otherwise on a pro rata basis, debts to Partners, either by the Members payment thereof or the making of reserves therefor as the General Partner or Liquidating Trustee deems necessary or desirable; and (iii) all remaining proceeds shall be paid to all Partners in proportion to the Companypositive balances in their respective Capital Accounts as determined in accordance with Article IV, provided, that if distributions pursuant to this Section 10.2(d) and would result in the Partners receiving cumulative distributions from the Partnership that differ from the distributions that would be required under Section 4.2(a), then the proceeds from liquidation shall be made in the manner prescribed in Section 4.2(a). (e) In any such liquidation, the Partnership may distribute (after payment of the expenses Partnership's obligations) the assets of liquidation; (b) Secondthe Partnership in cash, setting up of such reserves ratably in kind, or any combination thereof as the Manager General Partner or the Liquidating Trustee shall determine, subject, unless otherwise approved by the Limited Partners, to Section 4.1(c). To the extent deemed desirable by the General Partner or the Liquidating Trustee, distributions may be made into a liquidating trustee trust or other appropriate entity, and reserves may deem reasonably necessary be established for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payablecontingencies; provided, however, that the time during which distributions may be withheld by such trust or other entity may not extend beyond twenty-four months from the date of dissolution without the approval of Two-Thirds in Interest of the Limited Partners, unless distribution would be illegal. The General Partner agrees to use its reasonable efforts not to make an in kind distribution of assets to any Limited Partner if such reserve distribution would result in a violation of applicable law; provided, that the failure of the Partnership to avoid such a distribution as provided in this sentence notwithstanding such efforts shall be paid over by not cause the Manager or liquidating trustee to an escrow agent, General Partner to be held by such escrow agent for the purpose in violation of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andthis Section 10.2(e). (cf) Third, to When the Members in accordance General Partner or the Liquidating Trustee has complied with the provisions foregoing liquidation plan, the General Partner or the Liquidating Trustee, on behalf of Section 7.01all Partners, shall execute, acknowledge and cause to be filed an instrument evidencing the cancellation of the Certificate of the Partnership.

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge Members) and who may be the Investment Advisor or any of its liabilities and distribution or liquidation of the remaining assets so as affiliates, shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to minimize loss. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company assets would cause undue loss to the Members, the liquidator may, in order to avoid such loss, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; and; (c) Third, to the Members or their legal representatives in accordance with the provisions of Section 7.01positive balances in their respective Capital Accounts, as determined after taking into account all adjustments to Capital Accounts for all periods.

Liquidation. (a) Upon dissolution of the Company for any reasonPartnership, unless the Partnership is continued pursuant to Section 12.2, the Company Partnership’s business shall immediately commence be wound up as soon as is reasonably practicable. The Winding-up shall be accomplished by the General Partner, or if there is no General Partner, by a person selected by a Majority Interest, either of which shall serve as the Liquidator. The Liquidator shall not be entitled to windup compensation for its affairs. A reasonable services but shall be reimbursed for all expenses incurred in connection with such Winding-up before any distributions are made to the Partners. (b) The Liquidator shall have and may exercise, without further authorization or consent of the Partners, all of the powers conferred upon the General Partner by this Agreement to the extent necessary, in its good faith judgment, to carry out its duties and for such period of time shall as may be allowed for required, in its good faith judgment, to complete the orderly termination of the Company business, discharge of its liabilities Winding-up and distribution or liquidation of the remaining assets so as Partnership. Upon dissolution, if the Partnership is not continued pursuant to enable Section 12.2, the Company to minimize the normal losses attendant Liquidator shall determine and report to the liquidation processPartners the balance of each Partner’s Capital Account, amounts owing to the Partnership from any Partner and, by independent appraisal, the value of Partnership property. A full accounting The Liquidator shall liquidate the property of the assets Partnership, and liabilities of the Company shall be taken apply and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the liquidation thereof shall be applied in the following order of prioritysuch liquidation, unless otherwise required by mandatory provisions of applicable law, as follows: (ai) First, first to the payment of the debts and liabilities creditors of the CompanyPartnership, other than Partners, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (bii) Second, setting up of such reserves as then to the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at all the expiration of such escrow period as Partnership’s debts to the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedPartners; and (ciii) Third, to the Members Partners, in accordance with proportion to and to the provisions extent of Section 7.01the positive balances in their respective Capital Accounts; provided that the Liquidator may place in escrow a reserve of cash or other property of the Partnership for contingent liabilities in an amount determined by the Liquidator to be appropriate.

Liquidation. Upon dissolution The Liquidator shall give all notices to creditors of the Company for and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Company, the assets of the Company (other than cash) shall be sold or distributed in kind to the Members, in the reasonable discretion of the Liquidator, its liabilities and obligations to creditors, including any reasonMembers who made loans to the Company as provided in Section 4.5 or Section 4.6 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Company income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Members in accordance with Article IV hereof. The fair market value of any assets of the Company distributed in kind to the Members shall be determined by an independent appraiser chosen by the Board of Directors. Any distribution in kind need not be made on a pro rata basis so long as the value of the assets and cash (if any) distributed to each Member is in compliance with this Article XVI. All Company assets (except to the extent reserves have been established pursuant to Section 16.4 hereof) shall be distributed among all the Members in accordance with their Sharing Percentages. This distribution shall be made no later than the end of the fiscal year during which the Company is liquidated (or, if later, ninety (90) days after the date on which the Company is liquidated). Upon the completion of the liquidation of the Company and the distribution of all the Company assets, the Company shall immediately commence terminate and the Liquidator shall have the authority to windup its affairs. A reasonable period of time shall be allowed for execute and record all documents required to effectuate the orderly dissolution and termination of the Company business, discharge of its liabilities and distribution or liquidation Company. In the discretion of the remaining assets so as to enable Liquidator, a pro rata portion of the Company to minimize the normal losses attendant distributions that would otherwise be made to the liquidation process. A full accounting Members may instead be distributed to a trust established for the benefit of the assets and liabilities Members for the purposes of the liquidating Company shall be taken and a statement thereof shall be furnished property, collecting amounts owed to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for paying any contingent or unforeseen liabilities or obligations of the Company or any obligation of the Members arising out of or liability not then due and payable; provided, however, that in connection with the Company. The assets of any such reserve trust shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, distributed to the Members from time to time, in accordance with the provisions reasonable discretion of Section 7.01.the Liquidator, in the same

Liquidation. (a) Upon dissolution of the Company Partnership for any reason, the Company Partnership shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Partnership business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company Partnership to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Partnership shall be managed on behalf of the Partnership by the "Liquidator," which shall be (1) if the Partnership is being liquidated pursuant to Section 11.1(c), the non-defaulting Partner, (2) if the Partnership is being liquidated following a withdrawal by the General Partner, the Limited Partner, and (2) in all other events, the General Partner or a liquidating trustee selected by the General Partner. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Partnership's assets (including equity interests in other Persons) or portions or clusters of assets of the Partnership. The Liquidator shall afford each Partner an opportunity to offer to purchase any assets of the Partnership that are offered for sale in connection with the liquidation of the Partnership to the extent doing so would be consistent with the orderly liquidation of the Partnership. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall Partnership to be taken and a statement thereof shall to be furnished to each Member Partner within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Partnership. (d) The Company property and assets and/or of the Partnership and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the CompanyPartnership, in the order of priority provided by law (including any loans by the Members either Partner to the CompanyPartnership) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Partnership or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Partnership account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Partners, in accordance with Section 4.1(b). The distributions pursuant to this Section 11.2(d)(3) shall, to the Members extent possible, be made prior to the later of the end of the Fiscal Year in accordance with which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (e) If in the course of the liquidation and dissolution of the Partnership pursuant to this Article 11, the Liquidator determines that a sale by all the Partners to any Person of their Partnership Interests, instead of a sale by the Partnership and the Subsidiaries of their respective assets, would more efficiently effect the liquidation of the Partners' economic interests in the Partnership or would reduce negative tax consequences to the Partners and the Partnership, but would not adversely affect the rights and obligations of either Partner (including the tax consequences to either Partner), then each Partner agrees to sell its Partnership Interest to such Person, and the Liquidator shall have the authority, pursuant to the power of attorney granted in Section 16.6(b), to execute, acknowledge, deliver, swear to, file, and record all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest. (f) Following the dissolution of the Partnership pursuant to Section 11.1, the Partners will use commercially reasonable efforts to structure the liquidation of the Partnership in a manner that minimizes negative tax consequences to the Partners and the Partnership to the extent doing so would not materially adversely affect either Partner (except to the extent such Partner is adequately compensated by the other Partner for such adverse effect). Any structure agreed to by the Partners pursuant to this Section 11.2(f) shall supersede the other provisions of this Article 11 to the extent it is inconsistent with such other provisions, but nothing in this Section 7.0111.2(f) shall modify or otherwise affect the other provisions of this Article 11 if the Partners are unable to agree on such a structure.

Liquidation. Upon dissolution (a) Prior to the date of the Company for any reasonFirst Shareholders’ Meeting, the Company shall immediately commence to windup establish an account (the “Disbursement Account”) with its affairs. A reasonable period of time shall be allowed for transfer agent (in such capacity, the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members“Paying Agent”). The Company property and assets and/or the proceeds from the liquidation thereof shall be applied funds in the following order of priority: (a) First, payment of the debts and liabilities of the Company, Disbursement Account shall not be used for any purpose other than as set forth in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation;this Section 2.5. (b) SecondThe Board of Directors (or members thereof) shall serve as liquidator (in such capacity, setting up of such reserves the “Liquidator”), unless another Person is appointed by the Company to serve as Liquidator with the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations approval of the Company Fortis Parties, such approval not be unreasonably withheld, delayed or any obligation or liability not then due conditioned. The Liquidator shall cause the Paying Agent to pay from the Disbursement Account to each of the Shareholders (including Purchaser, Sponsor and payable; provided, however, that any such reserve shall be paid over their affiliates in their capacity as a Shareholder of the Company) a liquidation distribution (the “Liquidation Distribution”) equal to the Purchase Price Per Share times the number of Common Shares held by the Manager or liquidating trustee Shareholder and pursuant to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining procedures set forth in the manner hereinafter provided; and (c) ThirdPlan of Liquidation. Without limiting the foregoing, the Company shall take all actions and do all such things as may be necessary or advisable in order to carry out the Members terms of this Section 2.5 and the Plan of Liquidation, all in accordance with the provisions Plan of Section 7.01Liquidation and the Company’s Charter Documents and Luxembourg’s Companies Law. These actions and things shall include, but not be limited to, any actions required to place the Company in liquidation and to obtain from the Shareholders the authorization and approval of all matters in connection therewith (including the determination of the Liquidator’s powers and instructions to proceed to distribute the Liquidation Distributions to the Shareholders as promptly as practicable pursuant to applicable Law after the Closing).

Liquidation. (a) Upon the dissolution of the Company for any reasonCompany, the Company immediately shall immediately commence to windup wind-up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Company’s business, the discharge of its liabilities and the distribution or liquidation of the its remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a written statement thereof shall be furnished to each the Member within thirty (30) days a reasonable period after the dissolution. Such The Member shall conduct the liquidation of the Company, including, without limitation, the preparation of the accounting and statements shall be prepared under the direction of statement, provided that the Member or, by may designate a liquidating trustee selected by unanimous consent to conduct the liquidation of the MembersCompany. (b) In the event of a dissolution on account of a sale or other disposition of all or substantially all of the Company’s assets other than cash, and payment of a portion of the proceeds from the sale or disposition is deferred through the Company receiving a purchase money note or otherwise, the Company shall not be finally liquidated until the deferred portion of the purchase price shall be collected in full (or deemed worthless by the Company), and the Company shall not be required to distribute the indebtedness representing the deferred portion of the purchase price to the Member. In the event that following a sale of all or substantially all of the Company’s assets, the Company reacquires title to all or a portion of the assets, by foreclosure, sale under power of sale, deed in lieu thereof or otherwise, the Company shall be reformed and reinstated on the terms contained in this Agreement, notwithstanding the prior dissolution under Article IX. (c) The Company shall apply its property and assets and/or and the proceeds from the liquidation thereof shall be applied in the following order of priority:; (ai) First, payment of the debts and liabilities of the CompanyCompany incurred in accordance with the terms of this Agreement, in the order of priority provided by law (including including, without limitation, any loans by the Members debts to the Company) Member, and payment of the expenses of liquidation; (bii) Second, setting up establishment of such reserves as the Manager Member or any liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve unspent balance of the reserves shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining distributed in the manner hereinafter providedprovided when deemed reasonably prudent by the Member or liquidating trustee; and (ciii) Third, to the Members in accordance with the provisions of Section 7.01Member.

Liquidation. Upon (a) Except as otherwise provided herein, upon the dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time no further business shall be allowed conducted except for the orderly termination taking of such action as shall be necessary for the winding up of the affairs of the Company business, discharge and the distribution of its liabilities assets to the Members pursuant to the provisions of this section. The Members shall appoint a Person (who may be a Member) to act as liquidating trustee who shall have full authority to wind up the affairs of the Company and to make final distribution as provided herein. The liquidating trustee may sell all of the assets of the Company, at the best price available or distribute all or part of the Company's assets in kind; provided that, any such sale shall be made only with ten (10) days advance written notice to the Members. (b) Upon the liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting Company, all of the assets and liabilities of the Company shall be taken applied and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member ordistributed, by a the liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityorder: (ai) First, payment of To the debts and liabilities creditors of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationother than Members; (bii) Second, To setting up of such reserves as which the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the operations of the Company or its liquidation; (iii) To the Members with respect to any obligation Member Loans or liability not then due and payable; provided, however, that any such reserve shall be paid over advances (including accrued interest) made by them to the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (civ) Third, to To the Members in accordance with Article IV. (c) Any distributions in kind to the provisions Members shall be valued at the fair market value thereof, as reasonably determined by the liquidating trustee, and the Capital Accounts of Section 7.01the Members shall be adjusted to reflect the income or loss that would be realized if the item(s) of property were sold for an amount equal to the fair market value as so determined. (d) The liquidating trustee shall comply with any requirements of the Act or other applicable law, except as modified by this Agreement, pertaining to the winding up of a limited liability company, at which time the Company shall stand liquidated.

Liquidation. (a) Upon a dissolution of the Company for any reasonCompany, the Company Members owning a majority of the Percentages shall immediately commence appoint a Liquidating Member. The Liquidating Member shall take or cause to windup be taken a full account of the Company’s assets, indebtedness and liabilities as of the date of such dissolution and shall proceed with reasonable promptness to liquidate the Company’s assets and to terminate its business and affairs. A reasonable period of time shall be allowed for the orderly termination of the Company businessThe Company’s assets, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof thereof, shall be applied in cash or in kind in the following order of priorityorder: (a1) First, to the payment of the debts all liabilities and liabilities obligations of the Company, in including expenses of the order of priority provided by law (including any loans by liquidation and obligations and liabilities to the Members (other than on account of their Capital Accounts or liabilities for distributions under applicable law), (2) to the Company) and payment of the expenses of liquidation; (b) Second, setting up establishment of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company as are deemed necessary or any obligation or liability not then due and payabledesirable by the Liquidating Member; provided, however, that any such reserve reserves shall be paid over by the Manager or liquidating trustee to an deposited in escrow agent, to be held by such escrow agent with a bank for the purpose of disbursing such reserves in for the payment of such liabilities, contingent liabilities and, at the expiration of such escrow period as the Manager or liquidating trustee shall Liquidating Member may reasonably deem advisable but not to exceed one calendar yearadvisable, to distribute for the purpose of distributing the remaining balance thereafter remaining in the manner hereinafter provided; accordance with subparagraph (3) below, and (c3) Thirdto the Members, to the Members be divided among them in accordance with their respective Capital Account balances. (b) The Liquidating Member shall be allowed a reasonable time for the provisions orderly liquidation of Section 7.01the Company’s assets and the discharge of indebtedness and other liabilities to creditors, so as to preserve and, upon disposition, maximize the value of the Company’s assets.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Management Committee shall immediately commence appoint in writing one or more liquidators (who may be Members) who shall have full authority to windup its affairs. A reasonable period of time shall be allowed for wind up the orderly termination affairs of the Company business, discharge of its liabilities and make final distribution or liquidation as provided herein. The liquidator shall continue to operate the Company properties with all of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting #325596.v2 75 power and authority of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersManagement Committee. The Company property and assets and/or steps to be accomplished by the proceeds from the liquidation thereof shall be applied in the following order of priorityliquidator are as follows: (a) FirstAs promptly as possible after dissolution and again after final liquidation, payment the liquidator shall cause a proper accounting to be made by the Company's independent accountants of the Company's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the CompanyCompany or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). The liquidator shall then by payment of cash or property (at the election of each Member and, in the order case of priority provided by law (including any loans by the Members to the Company) and payment property, valued as of the expenses date of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations termination of the Company at its fair market value by an appraiser selected by all of the Members) distribute to the Members such amounts as are required to distribute all remaining amounts to the Members in accordance with Article VIII. If a Member elects to take its distribution in cash, and sufficient cash is not available to make the full cash distribution to each Partner, the liquidator shall sell at fair market value an undivided interest in the Properties or any obligation or liability not then due other Company property as necessary to make such distribution in cash. The other Member may purchase the interest sold at its fair market value. To the extent possible and payable; providedpermitted under the terms of the relevant operating agreements, however, that any such reserve a distribution shall be paid over by in kind. Each Member shall have the Manager or liquidating trustee right to an escrow agent, designate another Person to receive any property that otherwise would be held by such escrow agent for the purpose of disbursing such reserves distributed in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not kind to exceed one calendar year, that Member pursuant to distribute the balance thereafter remaining in the manner hereinafter provided; andthis Section 14.2. (c) ThirdAny real property distributed to the Members shall be assigned by special warranty assignment and shall be subject to the operating agreements and all encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Members. (d) If the Company is dissolved at any time prior to the commencement of construction of the Initial Plant, the Properties and the Crown Intellectual Property shall be distributed to Crown and MCNIC shall have no right to use, license, sell or otherwise deal with such Crown Intellectual Property. If the Company is dissolved at any time after the commencement of construction of the Initial Plant, the liquidator of the Company shall not have the right to sell the Properties and the Crown Intellectual Property as part of the process of winding up of the Company, but the Properties and the Crown Intellectual Property shall be distributed in kind to Crown (valued as of the dissolution of the Company at its fair market value), but only to the extent of Crown's adjusted Capital Account balance after the allocation of all profit and loss upon liquidation and winding up of the affairs of the Company (and Crown's Capital Account shall be reduced accordingly). In the event #325596.v2 76 that all of the Properties are not distributed in kind to Crown, any remaining Properties shall be distributed in kind to MCNIC (and MCNIC's Capital Account shall be reduced accordingly). During the five year period following such distribution in kind, either Member, and its successors and assigns, may develop any such Properties distributed to it only after having given the other Member the opportunity to participate in such development in the same manner and on the same terms as such Member would have been entitled to participate in the event that such development or exploitation of such Properties were an AMI Opportunity within the meaning of Article VI. The rights of the Members to participate in any such development of Properties distributed to any Member under this Section 14.2(d) shall survive the termination and dissolution of the Company. All Intellectual Property of the Company shall be distributed in kind to the Members jointly and each Member shall be free to use, license, sell or otherwise deal with such Intellectual Property, subject to the same rights in the other Member. Any distribution in kind pursuant to this Section 14.2(d) shall be treated as a distribution for purposes of Article VIII. (e) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (f) The distribution of cash and/or property to the Members in accordance with the provisions of this Section 7.0114.2 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Member's or their respective interests in the Company and all Company property.

Liquidation. Upon dissolution of If the Company for any reasonis dissolved pursuant to Section 12.01 and subject to Section 12.07, the Company shall immediately commence to windup be liquidated and its affairs. A reasonable period of time shall be allowed for business and affairs wound up in accordance with the orderly termination of the Company business, discharge of its liabilities Delaware Act and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityprovisions: (a) FirstThe Board shall act as liquidator to wind up the Company (the “Liquidator”); provided that, payment notwithstanding anything herein to the contrary, if the Company is being dissolved pursuant to Section 12.01(c) based on the default of or by a Member, the other Member shall act as Liquidator. The Liquidator shall have full power and authority to sell, assign and encumber any or all of the debts Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner; provided that, if the Board is the Liquidator, it shall act in accordance with the governance provisions in ARTICLE VII until the winding up occurs. (b) As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (c) The Members intend that, upon liquidation of the Company, the liquidator will sell, and will cause the Company to sell (subject to any restrictions to which the Project is subject) all of the Company’s assets and pay the proceeds first to creditors of the Company, including Members who are creditors, to the extent so permitted by Law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), and, second, following the satisfaction of all liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with Section 12.03(e). (d) All assets of the Company not sold pursuant to Section 12.03(c) will be treated as if sold, and any gain or loss (actually or treated as realized) will be allocated to the Members in accordance with ARTICLE V. Notwithstanding anything in this Agreement to the contrary, if, after the application of the provisions of ARTICLE V and the immediately preceding sentence, the Capital Account of any Member, as of immediately prior to the liquidation of the Company, would not equal the respective net amount, positive or negative, that (x) would be distributed to such Member from the Company if (i) the Company liquidated the assets of the Company not sold pursuant to Section 12.03(c) for cash at their Fair Market Values, (ii) all Company liabilities were satisfied in accordance with their terms (limited with respect to each Nonrecourse Liability to the Fair Market Values of the assets securing such liability) and (iii) the Company distributed all of the remaining proceeds of the actual and hypothetical asset sales in liquidation to the Members in accordance with Section 6.01, minus (y) the amount, if any, that such Member would be obligated to contribute to the Company immediately after such liquidation (the “Target Capital Account”), then, after giving effect to Section 5.02, Net Income and Net Loss of the Company (and, to the extent determined necessary and appropriate by the Board to achieve the resulting Capital Account balances described below, any allocable items of gross income, gain, loss and deduction includible in the computation of Net Income and Net Loss) shall instead be allocated, solely for the tax period in which the liquidation of the Company occurs, among the Members in such manner as shall cause, to the greatest extent possible, the Capital Account of each Member to equal such Member’s respective Target Capital Account. (e) The Company will then distribute all of its assets in liquidation to each Member in accordance with its Capital Account balance, as adjusted under Section 12.03(d). All liquidating distributions will be made by the end of the tax year during which the liquidation occurs (or, if later, within ninety (90) calendar days after the date of such liquidation). (f) Notwithstanding the provisions of Section 7.0112.03(c) that require the liquidation of the assets of the Company, if upon dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.03(e), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Board of Managers or, if one is appointed, an authorized liquidating trustee shall immediately commence to windup its wind up the Company’s affairs. A reasonable period of time shall be allowed for the orderly Upon termination and dissolution of the Company business, discharge and liquidation of its liabilities and distribution assets, the Board of Managers or liquidation of liquidating trustee, as the remaining case may be, shall apply the Company’s assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting payment of the assets and all liabilities of the Company shall be taken and a statement thereof shall be furnished owing to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Memberscreditors in accordance with applicable law. The Company property and assets and/or Board of Managers or liquidating trustee, as the proceeds from the liquidation thereof case may be, shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting set up of such reserves as the Manager or liquidating trustee may deem it deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall Company. Said reserves may be paid over by the Manager Board of Managers or liquidating trustee trustee, as the case may be, upon dissolution to an escrow agent, a bank or trust company to be held by such in escrow agent for the purpose of disbursing paying any such reserves in payment of such liabilities, contingent or unforeseen liabilities or obligations and, at the expiration point in time when the Board of Managers or liquidating trustee, as the case may be, may deem that no further risk of such escrow period as unforeseen liabilities or obligations exists, such reserves shall be distributed to the Manager Members or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining their assigns in the manner hereinafter provided; and set forth in Section 10.04. The Board of Managers or, if applicable, the liquidating trustee, shall (ca) Thirddetermine which assets shall be distributed in kind and which assets shall be liquidated and (b) either cause the Company’s assets to be sold or distributed, and if sold, shall cause the proceeds therefrom, to the Members extent sufficient therefor, to be applied and distributed as provided in accordance with the provisions of Section 7.0110.04.

Liquidation. Upon (a) Except as otherwise provided herein, upon the dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time no further business shall be allowed conducted except for the orderly termination taking of such action as shall be necessary for the winding up of the affairs of the Company business, discharge and the distribution of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation processMembers pursuant to the provisions of this section. A In such event, a liquidating trustee shall be appointed as follows: Each Member shall select an advisor and the advisors shall select a third person to serve as liquidating trustee. The liquidating trustee shall have full accounting of authority to wind up the assets and liabilities affairs of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:make final distribution as provided herein. (ab) First, payment of Upon the debts and liabilities dissolution of the Company, the liquidating trustee shall sell the Company Assets at the best price available, or, with the consent of all Members, the liquidating trustee may distribute those assets in kind; provided, however, that the liquidating trustee shall ascertain the fair market value by appraisal or other reasonable means of the Company Assets to be distributed in kind, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article VI above. All of the Company Assets shall be so applied and distributed by the liquidating trustee on or before the later to occur of (x) the end of the taxable year in which the dissolution of the Company occurs, (y) the date that is 90 days following the date upon which substantially all of the Company Assets are sold or otherwise disposed of by the Company, or (z) the date that is 90 days following the date any other event of dissolution occurs, and in the order of priority provided by law following order: (including any loans by the Members i) First, to the Company) and payment creditors of the expenses of liquidationCompany; (bii) Second, to setting up of such the reserves as that the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (iii) Finally, in the manner provided in Section 6.6, as applicable. (c) ThirdThe liquidating trustee shall comply with any requirements of the Act or other applicable law, except as modified by this Agreement in the manner permitted by the Act, pertaining to the Members in accordance with winding up of a limited liability company, at which time the provisions of Section 7.01Company shall stand liquidated.

Liquidation. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the LLC Act, unless the Company’s existence is continued pursuant to the LLC Act. The Member, in lieu of winding up and cancelling the Company him, her, or itself, may appoint a liquidator to do so (a “Liquidator”). For purposes hereof, the Liquidator shall have the ability to exercise the power of the Member solely with respect to the winding up and cancellation of the Company; provided, however, that the Member shall retain his, her, or its powers hereunder. If a Liquidator is selected, the Member may provide for the compensation of such Liquidator as the Member determines, in his, her, or its discretion. Upon dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup wind up its affairsaffairs and the Member (or Liquidator) shall promptly liquidate the business of the Company. A reasonable period In the event of time dissolution, the Company shall be allowed for wind up its affairs (including the orderly termination sale of the assets of the Company businessin an orderly manner), discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished applied as follows: (i) first, to each Member within thirty (30) days after creditors, to the dissolution. Such accounting and statements shall be prepared under the direction extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); (ii) second, to be held as reasonable cash reserves for known, potential, or contingent liabilities in such amount as the Member or(or Liquidator) deems appropriate, by a liquidating trustee selected by unanimous consent in his, her, or its discretion, and (iii) thereafter, to the Member. Upon the completion of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities winding up of the Company, in the order Member (or Liquidator) shall file a Certificate of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members Cancellation in accordance with the provisions of Section 7.01LLC Act. Any Reserves shall be distributed to cover liabilities as determined by the Member (or Liquidator), and such remaining reserves shall be distributed to the Member at such time as the Member (or Liquidator) deems appropriate, in its reasonable, good faith discussion.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its wind up the Company’s affairs. A ; provided, however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share Profits and Losses during liquidation in the liquidation processsame proportions, as specified in ARTICLE 8 hereof, as before liquidation. A full accounting of Each Member shall be furnished with a statement prepared by the Company’s independent certified public accountants that shall set forth the assets and liabilities of the Company as of the date of dissolution. Each Member shall pay to the Company all amounts then owing by such Person to the Company. The proceeds of liquidation shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member ordistributed, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied as realized, in the following order of and priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, to the setting up of such any reserves as which the Manager Liquidating Trustee reasonably determines to be necessary or liquidating trustee may deem reasonably necessary desirable for any contingent or unforeseen liabilities liabilities, expenses or other obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andCompany; (c) Third, to the payment of the debts and liabilities of the Company, other than debts and liabilities to any Member or Affiliate of a Member; (d) Fourth, to the payment of the debts and liabilities of the Company owed to any Members or Affiliate of a Member or to any other beneficial holder of any interest in the Company; and (e) Then, pro rata to the Members in accordance with their relative Capital Accounts. To the provisions extent that the Board Determines that any or all of Section 7.01the assets of the Company shall be sold, the Liquidating Trustee shall arrange for the sale of such assets to be sold as promptly as possible, provided that such sale is conducted in a business-like and commercially reasonable manner.

Liquidation. Upon On dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Managers, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Members) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken as of the date of dissolution, and a such statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent all of the Members. Then, those Company assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Company assets would be unduly disadvantageous to the Members, the liquidator may, either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The liquidator shall then wind up the affairs of the Company property and assets and/or distribute the proceeds from of the Company by the end of the calendar year of the liquidation thereof shall be applied (or, if later, within 90 days after the date of such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyCompany other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Company. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andthen (c) Third, to the Members or their legal representatives in accordance with the provisions of Section 7.01Article XIII.

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its wind up the Company’s affairs. A ; provided however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share Net Profits and Net Losses during liquidation in the liquidation processsame proportions, as specified in Article VII hereof, as before liquidation. A full accounting of Each Member shall be furnished with a statement audited by the Auditors that shall set forth the assets and liabilities of the Company as of the date of dissolution. Each Member (and its Affiliates) shall pay to the Company all amounts then owing by it (and them) to the Company. The proceeds of liquidation shall be taken distributed, as realized, in the following order and a statement thereof priority: (i) to creditors of the Company (including holders of Membership Units that are creditors to the extent otherwise permitted by applicable Law), in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to holders of Membership Units; and (ii) to the Members pro rata in accordance with their positive Capital Account balances to the extent thereof, after giving effect to all contributions, distributions and allocations for all periods. To the extent that the Members determine that any or all of the assets of the Company shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements sold, such assets shall be prepared under sold as promptly as practicable, in a commercially reasonable manner. For purposes of making the liquidating distributions required by this Section 11.04, the Liquidating Trustee may determine, subject to the direction of the Member orMembers per Section 5.06(e), by a liquidating trustee selected by unanimous consent whether to distribute all or any portion of the Members. The assets of the Company property in kind or to sell all or any portion of the assets of the Company and assets and/or distribute the proceeds from the liquidation thereof shall be applied in the following order of priority:therefrom. (ab) FirstNotwithstanding any provision to the contrary in this Section 11.04, payment of the debts and liabilities upon dissolution of the Company, in the order Liquidating Trustee shall, to the extent practicable and consistent with Sections 11.04(a)(i) and 11.04(a)(ii) and the direction of priority provided by law (including any loans by the Members in Subsection (a) above, (i) distribute in kind to each Member the respective assets contributed or transferred by such Member to the Company, (ii) distribute in kind to Amyris any assets primarily used in or related to the business of Amyris and payment its Affiliates, (iii) distribute in kind to Cosan US any assets primarily used in or related to the business of Cosan US and its Affiliates, and (iv) distribute in kind to ARG any assets primarily used in or related to the business of ARG and its Affiliates. To the extent the principles set forth in the preceding sentence would result in a Member receiving more than the portion of distributions it would otherwise be entitled to receive pursuant to Section 11.04(a) upon dissolution of the expenses Company, such Member shall, at its election, pay an amount in cash to the other Members equal to such excess value received pursuant to the preceding sentence or direct the Company to sell assets otherwise distributable to such Member, for the benefit of liquidation; (b) Secondthe other Members, setting up for a price equal to such excess value received pursuant to the preceding sentence, with each other Member receiving the portion of such reserves as amount it would otherwise be entitled to receive pursuant to Section 11.04(a). The value of each such asset at dissolution shall be determined using the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations same methodology that was used to determine the value of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, assets to be held by such escrow agent for contributed to the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andCompany. (c) ThirdAs soon as practicable, the Liquidating Trustee shall deliver a written notice to each Member setting forth the Members value assigned to each asset and the Member to which such asset will be distributed, in accordance connection with the provisions of Section 7.01subsections (a) and (b) above. Each Member shall have fifteen (15) days to dispute such valuation, and if no written notice of dispute is delivered to the Liquidating Trustee and the other Members, the notice of valuation shall become final. If such notice of dispute is delivered, the matter shall be submitted to an internationally recognized investment banking firm, accounting firm or valuation firm selected by the Liquidating Trustee from a list of three such firms provided by the disputing Member. The banking, accounting or valuation firm shall make a decision within sixty (60) days of referral, which decision shall be final and binding, and the fees and expenses of such firm shall be borne by the Company.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Members shall appoint a Manager as liquidating trustee (the “Liquidating Trustee”), and shall immediately commence to windup its wind up the Company’s affairs. A ; provided, however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge available for liquidation and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Liquidating Trustee shall use his or her commercially reasonable efforts to the liquidation process. A full accounting reduce all of the Company’s assets and liabilities into cash through an orderly liquidation of the Company shall be taken and Company’s assets within a statement thereof shall be furnished to each Member within thirty (30) days after the dissolutionreasonable period of time. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, After making payment of the or provision for all debts and liabilities of the Company, in if determined to be necessary under the order of priority provided by law (including any loans circumstances by the Members to Board of Managers, the Company) and payment Members’ Capital Accounts shall be adjusted by debiting or crediting each Member’s Capital Account with its respective share of the expenses hypothetical gains or losses resulting from the assumed sale of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations all remaining assets of the Company or any obligation or liability not then due for cash at their respective fair market values as of the date of dissolution of the Company in the same manner as gains and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment losses on actual sales of such liabilities, and, at the expiration of such escrow period as the Manager or properties are allocated under Section 3.3 hereof. The liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, then by payment of cash or property make distributions to the Members in accordance with the manner provided in Section 3.4(c). Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 days after the date of such liquidation. Notwithstanding any provisions of in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The Members shall continue to share Profits and Losses during liquidation in the same proportions, as specified in Section 7.013.3 hereof, as before liquidation. In the event that such Manager is unable to perform in his or her capacity as liquidating trustee due to bankruptcy, dissolution, death, adjudicated incompetency or any other reason, the liquidating trustee shall be a Person approved by the Members.

Liquidation. (a) Upon dissolution of the Company for any reasondissolution, the Company shall be liquidated in an orderly manner in accordance with the Delaware Act and the provisions of this Section 8.2. The Board shall act (or it may appoint any of the Members, Managers, officers, or other Persons to act) as the liquidators to wind up the affairs of the Company pursuant to this Agreement and terminate the Company. The costs of liquidation shall be borne by the Company. Prior to final Distribution and termination, the liquidators shall continue to operate the Company and its assets with all of the power and authority of the Board subject to the terms, conditions and limitations set forth in this Agreement. The steps to be accomplished by the liquidators shall include the following: (i) the liquidators shall cause the Company to pay, satisfy and discharge all Liabilities and expenses of the Company incurred by it in connection with the liquidation; (ii) after payment or provision for payment of all of the Company’s Liabilities has been made in accordance with clause (i), the liquidators shall cause the Company to pay, satisfy and discharge all other Liabilities of the Company or otherwise make adequate provision for payment and discharge thereof (including establishing cash reserves to be held in escrow for contingent or unforeseen Liabilities of the Company, in such amounts and for such holding periods as the liquidators may reasonably determine), including any amounts owed to any Member; (iii) after payment or provision for payment of all of the Company’s Liabilities has been made in accordance with clauses (i) and (ii), (A) the liquidators shall make, or cause to be made, a final allocation of all items of income, gain, loss, and expense for U.S. Tax purposes in accordance with Exhibit E, and (B) following the determination of the final allocation set forth in the immediately commence preceding clause (A), the remaining assets of the Company shall be sold by the Company to windup any Person (including to any Member) that provides the highest bid for such asset. The Company shall distribute the value of its affairsremaining assets to the Members in accordance with their Ownership Percentages. If the Company is unable to sell any such remaining assets within a reasonable time and following reasonable effort to do so, then the liquidators may distribute to one or more Members each such remaining asset in as equitable a manner as the liquidators may reasonably determine. Any non-cash assets distributed to the Members shall first be written up or down to their fair market value (as determined by the liquidators). Following the sale of assets of the Company in accordance with this Section 8.2(a)(iii), the liquidators shall deliver to each Member a statement (a “Liquidation Statement”) setting forth the amounts, type and recipients of the Distributions to be made to the Members pursuant to this Section 8.2(a)(iii) and a determination of the fair market value (as determined by the liquidators) of the assets, if any, that are distributed to the Members pursuant to the immediately preceding three sentences. Such Liquidation Statement shall be final and binding on all of the Members. The Company and the Members shall consider any proposals to structure any transfer of assets to the Members under this Section 8.2 to minimize Taxes to the maximum extent reasonably practicable, including taking advantage of Tax-free distributions under Section 731 of the Code. (b) The Distribution of cash and/or property to a Member in accordance with the provisions of this Section 8.2 constitutes a complete return to such Member of its Capital Contributions and a complete Distribution to the Member of its interest in the Company and the Company’s property. (c) Upon completion of the Distribution of the Company’s assets as provided herein, the Company shall be terminated (and the Company shall not be terminated prior to such time), and the Board shall file (or cause to be filed) with the Delaware Secretary of State and any other applicable Governmental Authorities such applications or other documents as may be required to terminate the commercial registration of the Company and shall cancel any other filings made pursuant to this Agreement that are or should be canceled and take all such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section 8.2(c). (d) A reasonable period of time shall be allowed for the orderly termination winding up of the business and affairs of the Company business, and the liquidation of its assets and discharge of its liabilities and distribution or liquidation of the remaining assets so as Liabilities pursuant to enable the Company this Section 8.2 in order to minimize the normal any losses otherwise attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:upon such winding up. (ae) First, payment The liquidators shall not be personally liable for the return of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Capital Contributions or any obligation or liability not then due and payable; provided, however, portion thereof to any Member (it being understood that any such reserve return shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01made solely from Company assets).

Liquidation. Upon dissolution of the Company for any reasonPartnership, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for General Partner, or liquidating trustee if one is appointed, shall: (i) wind up the orderly termination affairs of the Company businessPartnership and, discharge subject to the provisions of its liabilities and distribution or liquidation Section 6.02(b), liquidate such of the remaining Partnership’s assets so as to enable it considers appropriate, determining in its sole discretion the Company to minimize time, manner, and terms of any sale or other disposition thereof; (ii) apply and distribute the normal losses attendant assets to the liquidation process. A full accounting payment of the assets all taxes, debts, and other obligations and liabilities of the Company shall be taken Partnership and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the necessary expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that all debts, obligations, and other liabilities of the Partnership as to which personal liability exists with respect to any such Partner shall be satisfied, or a reserve shall be paid over by established therefor, prior to the Manager satisfaction of any debt, obligation, or liquidating trustee other liability of the Partnership as to an escrow agentwhich no such personal liability exists; and, provided, further, that where a contingent debt, obligation, or liability exists, a reserve, in such amount as the General Partner deems reasonable and appropriate, shall be established to satisfy such contingent debt, obligation, or liability, which reserve shall be held by such escrow agent for distributed as provided in this Section 6.02(a) only upon the purpose of disbursing such reserves in payment termination of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedcontingency; and (ciii) Third, apply and distribute the remaining proceeds of such liquidation to all Partners in proportion to the Members positive balances in their respective Capital Accounts (after adjustments are made to the Capital Accounts as provided in Article IV, and in the event that the Partnership is dissolved on a date other than the last day of a Fiscal Year, treating the date of such dissolution as the last day of a Fiscal Year for purposes of such adjustments). (b) Notwithstanding the provisions of Section 6.02(a) above, if, on dissolution of the Partnership, the General Partner, or the liquidating trustee, if one is appointed, shall determine that an immediate sale of part or all of the Partnership’s assets would cause undue loss to the Partnership, the General Partner or such liquidating trustee may, in order to avoid such losses: (i) defer the liquidation of, and withhold from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy debts and liabilities of the Partnership; (ii) distribute to the Partners, in lieu of cash, as tenants in common and in accordance with the provisions of Section 7.016.02(a) above, undivided interests in any Partnership’s assets and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership; and/or (iii) distribute to the Partners, in lieu of cash and in accordance with the provisions of Section 6.02(a) above, the Partnership’s assets and liquidate only such assets as are necessary in order to pay the debts and liabilities of the Partnership (for this purpose a distribution of property other than cash shall be treated as a distribution in cash of an amount equal to the fair market value of the property (net of any liability subject to which the property is distributed) as of the date of distribution). (c) When the General Partner, or liquidating trustee, if one is appointed, has complied with the foregoing and dissolved the Partnership, the Partners shall execute, acknowledge and cause to be filed an instrument evidencing the cancellation of the Certificate of Limited Partnership of the Partnership.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Sole Manager shall immediately commence appoint in writing one or more liquidators (who may be Members or the Sole Manager) who shall have full authority to windup its affairs. A reasonable period of time shall be allowed for wind up the orderly termination affairs of the Company business, discharge of its liabilities and to make a final distribution or liquidation as provided herein. The liquidator shall continue to operate the Company properties with all of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting power and authority of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersSole Manager. The Company property and assets and/or steps to be accomplished by the proceeds from the liquidation thereof shall be applied in the following order of priorityliquidator are as follows: (a) First, payment The liquidator shall pay all of the debts and liabilities of the CompanyCompany or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). The liquidator shall then, by payment of cash or property (in the order case of priority provided property, valued as of the date of termination of the Company at its agreed value, as determined by law (including any loans by unanimous consent of the Members using a reasonable method of valuation), distribute to the Company) and payment Members such amounts as are required to distribute all remaining amounts to the Members in accordance with Article VII. For purposes of this Article XII, a distribution of an asset or an undivided interest in an asset in-kind to a Member shall be considered a distribution of an amount equal to the expenses fair market value of liquidation;such asset or undivided interest. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 12.3. (b) Second, setting up of such reserves as Any real property distributed to the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve Members shall be paid over conveyed by special warranty deed and shall be subject to the operating agreements and all Liens, contracts and commitments then in effect with respect to such property, which shall be assumed by the Manager or liquidating trustee to an escrow agent, to be held by Members receiving such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andreal property. (c) ThirdExcept as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations § 1.704-1(b)(2)(ii) and (g). (d) The distribution of cash or property to the Members in accordance with the provisions of this Section 7.0112.3 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Members of their respective interests in the Company and all Company property. Notwithstanding any other provision of this Agreement, no Member shall have any obligation to contribute to the Company, pay to any other Member or pay to any other Person any deficit balance in such Member’s Capital Account. (e) To the extent that the allocation provisions of this Agreement do not result in final Capital Account balances that are in proportion to the Members’ respective Sharing Ratios, then, beginning in the taxable year that the dissolution of the Company occurs (or the immediately prior taxable year if the dissolution occurs no later than the unextended due date for the Company’s federal income tax return for such prior taxable year) all or a portion of the Company’s gross income and deductions recognized in such year (regardless of source and including but not limited to profit or loss or items thereof derived from Company operations or sales) shall be allocated (to the maximum extent possible) in a manner that produces such final Capital Accounts.

Liquidation. 8.5.1 Upon dissolution of the Company for any reasonCompany, the Company shall immediately commence thereafter engage in no further business other than that which is necessary to windup its affairswind up the business, and the Board (or such other Person as the Board may determine) shall act as the “Liquidator” of the Company. A reasonable period of time shall be allowed for the orderly winding up of the affairs of the Company in order to minimize any losses attendant upon such a winding up. In the event the Liquidator reasonably believes that it is prudent to do so, cash or other assets held in reserve may be placed in a liquidating trust or other escrow immediately prior to the termination of the Company businessin order to ensure that any and all obligations of the Company are satisfied. After allocating (pursuant to Article 5 of this Agreement) all income, discharge of its liabilities gain, loss, deductions and distribution or credit resulting the liquidation of the remaining assets so Company Assets, the Liquidator shall apply and distribute the cash proceeds thereof as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityfollows: (a) First, to the payment of (i) the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by outstanding amounts due under any Credit Arrangements encumbering the Members Company Assets (or any part thereof) and, to the Companyextent permitted by law, to Members who are creditors) and payment of (ii) the expenses of liquidation;; then (b) Second, setting up to the establishment of such reserves as any Reserves which the Manager or liquidating trustee may deem Liquidator shall determine in its commercially reasonable judgment to be reasonably necessary for any contingent contingent, unliquidated or unforeseen liabilities Liabilities or obligations of the Company or any obligation its Subsidiaries or liability not then due and payable; providedthe Members arising out of or in connection with the Company or its Subsidiaries. Such Reserves may, howeverin the commercially reasonable discretion of the Liquidator, that any such reserve shall be paid over to a national bank or national trust company selected by the Manager or liquidating trustee Liquidator and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank or trust company as escrowee for the purpose purposes of disbursing such reserves in payment of such liabilitiesReserves to satisfy the Liabilities and obligations described above, and, and at the expiration of such escrow period distributing any remaining balance as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining provided hereinafter in the manner hereinafter providedthis Section 8.5.1; andthen (c) Third, to the Members in accordance with Section 4.1. 8.5.2 Notwithstanding Section 8.5.1, in the provisions event that the Liquidator determines that an immediate sale of all or any portion of the Company Assets would cause undue loss to the Members, the Liquidator, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Company Assets except those necessary to satisfy, including the provision of reasonable Reserves for, the Company’s debts and obligations, or distribute the Company Assets to the Members in kind in a manner otherwise in accordance with the distribution procedure of Section 7.018.5.1.

Liquidation. (a) Upon dissolution of the Company Company, a liquidator or liquidating committee appointed by the Board shall be the liquidator (the “Liquidator”). The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Board. The Liquidator shall agree not to resign at any reasontime without 30 days prior written notice. Except as expressly provided in this Section 12.2, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the officers of the Company shall immediately commence under the terms of this Agreement (but subject to windup its affairs. A reasonable all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be allowed for reasonably required in the orderly termination good faith judgment of the Liquidator to complete the winding up and liquidation of the Company business, discharge of its liabilities and distribution or liquidation as provided for herein. (b) The Liquidator shall liquidate the assets of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets Company, and liabilities of the Company shall be taken apply and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the liquidation thereof shall be applied of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (a1) First, the payment of to the debts and liabilities creditors of the Company, including Members, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidationlaw; (b2) Second, setting up of to establish or add to such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary or appropriate; and (3) to the Members (with such distribution to the Members to be divided among such Members pro rata in accordance with their Common Units). The reserves established pursuant to subparagraph (ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee Liquidator deems advisable, such reserves shall deem advisable but not be distributed to exceed one calendar year, to distribute the balance thereafter remaining Members in the manner hereinafter provided; andpriorities set forth in this Section 12.2(b). (c) ThirdThe Members shall not be responsible for restoring any negative balance in their Capital Accounts upon termination or dissolution of the Company. (d) In any termination or dissolution of the Company, the Company may distribute the assets of the Company to Members in cash, ratably in kind or any combination thereof. Each distribution in kind of property pursuant to this Section 12.2(d) shall be distributed based upon the fair market value of such property. If a Liquidating Distribution is made both in cash and in kind, such Liquidating Distribution shall be made so that, to the Members fullest extent practicable, the percentage of cash and any other assets distributed with respect to each type of Unit is identical. (e) Distributions upon liquidation of the Company (or any Member’s interest in accordance with the provisions Company) and related adjustments shall be made by the end of the Taxable Year of the liquidation (or, if later, within ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulation Section 7.011.704-1(b)(2)(ii)(b), including requirements (2) and (3) thereof. (f) Upon completion of the distribution of the assets of the Company as provided in Section 12.2(b) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company. (g) Each Member hereby waives any rights to partition of the assets of the Company.

Liquidation. Upon dissolution (a) As soon as practicable following the effective date of dissolution, the proceeds from liquidation shall be applied and distributed as follows: (i) First, to the satisfaction (whether by payment or the reasonable provision for payment) of the obligations of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, creditors in the order of priority provided by law (including any loans established by the Members instruments creating or governing such obligations and to the Company) and payment extent otherwise permitted by law, including to establish of any reserves which the expenses of liquidation; (b) Second, setting up of such reserves as the Manager Managing Member or other liquidating trustee as may deem reasonably be selected considers necessary for any contingent anticipated contingent, conditional or unforeseen unmatured liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any to satisfy all applicable formalities in such reserve circumstances as may be prescribed by applicable law. All such reserves shall be paid over to a national bank selected by the Manager Managing Member (or other liquidating trustee if applicable) and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank as escrowee for the purpose of disbursing such reserves in payment in respect of such liabilities, and, at any of the aforementioned liabilities or obligations. At the expiration of such escrow period as the Manager Managing Member (or other liquidating trustee trustee, if applicable) shall deem advisable but advisable, any balance of any such reserves not required to exceed one calendar year, to distribute the balance thereafter remaining discharge such liabilities or obligations shall be distributed as provided in the manner hereinafter providedsubsection (ii) below; and (cii) ThirdSecond, to the Members in accordance with Article 6 hereof. (b) Each Member shall look solely to the provisions assets of the Company for all distributions with respect to the Company and shall have no recourse therefor, upon dissolution or otherwise, against the Managing Member or a Non-Managing Member. Subject to Section 7.0111.3(c) hereof, no Member shall have any right to demand or receive property other than cash upon dissolution of the Company. (c) If upon the winding up and liquidation of the Company there shall be any assets of the Company to be distributed in kind, the Managing Member shall provide written notice to each Member of such distribution which notice shall set forth the date on which the Managing Member has determined to cause such distribution to be made and shall offer to each Member the right to elect not to receive such in kind distribution. If the Managing Member receives written notice from any Non-Managing Member within five (5) Business Days following receipt of the Managing Member’s notice of an in kind distribution of assets of the Company, that, in lieu of receiving such in kind distribution, such Non-Managing Member desires that the Managing Member dispose of such Non-Managing Member’s share of the assets of the Company to be distributed in kind and distribute the cash proceeds, net of all Disposition commissions and expenses, to such Non-Managing Member, the Managing Member shall use its commercially reasonable efforts to Dispose of such Non-Managing Member’s share of the assets of the Company to be distributed in kind; provided, however, that, for the purposes of this Agreement, such Non-Managing Member’s share of the assets of the Company to be distributed in kind shall be deemed to have been Disposed of for their Fair Market Value as of the date of the in-kind distribution of such assets of the Company to the Non-Managing Members who did not provide such notice. In the event the Managing Member is unable to dispose of such Non-Managing Member’s share of the assets of the Company within two (2) weeks, such Non-Managing Member may deliver a written notice to the Managing Member requesting that the Managing Member distribute such Non-Managing Member’s share of the assets of the Company in kind to such Non-Managing Member and the Managing Member shall promptly do so. If the Managing Member does not receive a written notice of the type referred to in the immediately preceding sentence from such Non-Managing Member, the Managing Member shall continue its efforts to sell such Non-Managing Member’s share of the assets of the Company to be distributed in kind for an additional period of one (1) week and if the Managing Member is not successful in selling such Non-Managing Member’s share of the assets of the Company to be distributed in kind during such period, at the end of such one-week period the Managing Member shall distribute such Non-Managing Member’s share of the assets of the Company in kind to such Member. The Company shall use commercially reasonable efforts to seek that any shares of GGP that are distributed in kind pursuant to this Section 11.3(c) be freely tradeable under applicable securities laws, it being acknowledged by each of the Members that, to the extent the Company is then a minority shareholder of GGP, the Company may be significantly limited in its ability to control the free tradeability of such shares.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination Managing Member or if California I is no longer a member of the Company businessCompany, discharge of its liabilities and distribution or liquidation a Person appointed by a majority in interest of the remaining Members (California I or such other Person, the "Liquidating Trustee"), shall wind up the affairs of the Company, apply and distribute its assets so or the proceeds thereof as to enable contemplated by this Limited Liability Company Agreement and cause the Company to minimize cancellation of the normal losses attendant to Certificate of Formation. As soon as possible after the liquidation process. A dissolution of the Company, a full accounting account of the assets and liabilities of the Company shall be taken taken, and a statement thereof shall be prepared by a certified public accountant to be selected by Liquidating Trustee, setting forth the assets and liabilities of the Company. A copy of such statement shall be furnished to each Member of the Members within thirty (30) days after the such dissolution. Such accounting Thereafter, the Liquidating Trustee shall, in its sole and statements shall be prepared under absolute discretion, either liquidate the direction assets as promptly as is consistent with obtaining in so far as possible the fair value thereof or determine to distribute all or part of the Member or, by a liquidating trustee selected by unanimous consent of the Membersassets in kind. The Company property and assets and/or the Any proceeds from liquidation, together with any assets that the liquidation thereof Liquidating Trustee determines to distribute in kind shall be applied in to the following order of priorityorder: (a) Firstfirst, to the creditors of the Company, excluding Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof). Any reserves shall be held for the purpose of disbursement in payment of any of the aforementioned contingencies, and at the expiration of such period as the Liquidating Trustee shall deem advisable, the Company shall distribute the balance remaining in the manner provided for herein; (b) next, to the repayment (or satisfaction thereof, whether by payment or the making of reasonable provision for payment thereof) of any debts and liabilities of the CompanyCompany to Members not in respect of their Company Interests, in including, without limitation, unpaid expense accounts or advances made to or for the order benefit of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Thirdnext, to the Members in proportion to their then Capital Account balances until such Capital Account balances have been reduced to zero; and (d) the balance, if any, in accordance with the provisions of Section 7.01Members' relative Percentage Interests.

Liquidation. (a) Upon dissolution of the Company Partnership for any reason, the Company Partnership shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Partnership business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company Partnership to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Partnership shall be managed on behalf of the Partnership by the "Liquidator," which shall be (1) if the Partnership is being liquidated pursuant to Section 11.1(c), the non-defaulting Partner, (2) if the Partnership is being liquidated following a withdrawal by the General Partner, the Limited Partner, and (3) in all other events, the General Partner or a liquidating trustee selected by the General Partner. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Partnership's assets (including equity interests in other Persons) or portions or clusters of assets of the Partnership. The Liquidator shall afford each Partner an opportunity to offer to purchase any assets of the Partnership that are offered for sale in connection with the liquidation of the Partnership to the extent doing so would be consistent with the orderly liquidation of the Partnership. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall Partnership to be taken and a statement thereof shall to be furnished to each Member Partner within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Partnership. (d) The Company property and assets and/or of the Partnership and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the CompanyPartnership, in the order of priority provided by law (including any loans by the Members either Partner to the CompanyPartnership) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Partnership or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Partnership account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Partners, in accordance with Section 4.1(b). The distributions pursuant to this Section 11.2(d)(3) shall, to the Members extent possible, be made prior to the later of the end of the Fiscal Year in accordance with which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (e) If in the course of the liquidation and dissolution of the Partnership pursuant to this Article 11, the Liquidator determines that a sale by all the Partners to any Person of their Partnership Interests, instead of a sale by the Partnership and the Subsidiaries of their respective assets, would more efficiently effect the liquidation of the Partners' economic interests in the Partnership or would reduce negative tax consequences to the Partners and the Partnership, but would not adversely affect the rights and obligations of either Partner (including the tax consequences to either Partner), then each Partner agrees to sell its Partnership Interest to such Person, and the Liquidator shall have the authority, pursuant to the power of attorney granted in Section 16.6(b), to execute, acknowledge, deliver, swear to, file, and record all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest. (f) Following the dissolution of the Partnership pursuant to Section 11.1, the Partners will use commercially reasonable efforts to structure the liquidation of the Partnership in a manner that minimizes negative tax consequences to the Partners and the Partnership to the extent doing so would not materially adversely affect either Partner (except to the extent such Partner is adequately compensated by the other Partner for such adverse effect). Any structure agreed to by the Partners pursuant to this Section 11.2(f) shall supersede the other provisions of this Article 11 to the extent it is inconsistent with such other provisions, but nothing in this Section 7.0111.2(f) shall modify or otherwise affect the other provisions of this Article 11 if the Partners are unable to agree on such a structure.

Liquidation. Upon dissolution the happening of any of the events specified in Section 10.1 and, if applicable, the failure to continue the business of the Company for any reasonunder Section 10.2, the Members, or any liquidating trustee elected by a Majority in Interest of the Members, will commence as promptly as practicable to wind up the Company's affairs unless the Members or the liquidating trustee (either, the "Liquidator") determines that an immediate liquidation of Company shall immediately commence assets would cause undue loss to windup its affairsthe Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. A reasonable period of time shall be allowed for the orderly termination Assets of the Company businessmay be liquidated or distributed in kind, discharge as the Liquidator determines to be appropriate. The Members will continue to share Company Cash Flow, Profits, and Losses during the period of its liabilities and distribution or liquidation in the manner set forth in Article VI. The proceeds from liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant Company, including repayment of any debts of Members to the liquidation process. A full accounting of the Company, and any Company assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from that are not sold in connection with the liquidation thereof shall will be applied in the following order of priority: (a) First, To payment of the debts and liabilities satisfaction of the other obligations of the Company, in the order of priority provided by law (including any loans by the Members without limitation debts and obligations to the Company) and payment of the expenses of liquidationMembers; (b) Second, setting up To the establishment of such any reserves as deemed appropri ate by the Manager or liquidating trustee may deem reasonably necessary Liquidator for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; providedCompany, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to which reserves will be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, paying liabilities or obligations and, at the expiration of such escrow a period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar yearLiquidator deems appropriate, to distribute the balance thereafter remaining will be distribut ed in the manner hereinafter providedprovided in Section 10.3(c); and (c) Third, To the payment to the Members of the positive bal ances in accordance with their respective capital accounts, pro rata, in proportion to the provisions positive balances in those capital accounts after giving effect to all allocations and distri butions under Article VI for all prior periods, including the period during which the process of Section 7.01liquidation occurs.

Liquidation. Upon dissolution (a) As soon as practicable following the effective date of the Company for any reasondissolution, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityand distributed as follows: (ai) First, to the satisfaction (whether by payment or the reasonable provision for payment) of the debts and liabilities obligations of the Company, Partnership to creditors in the order of priority provided by law (including any loans established by the Members instruments creating or governing such obligations and to the Company) and payment extent otherwise permitted by law, including to establish of any reserves which the expenses of liquidation; (b) Second, setting up of such reserves as the Manager General Partner or other liquidating trustee as may deem reasonably be selected considers necessary for any contingent anticipated contingent, conditional or unforeseen unmatured liabilities or obligations of the Company or any obligation or liability not then due Partnership and payable; provided, however, that any to satisfy all applicable formalities in such reserve circumstances as may be prescribed by applicable law. All such reserves shall be paid over to a national bank selected by the Manager General Partner (or other liquidating trustee if applicable) and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank as escrowee for the purpose of disbursing such reserves in payment in respect of such liabilities, and, at any of the aforementioned liabilities or obligations. At the expiration of such escrow period as the Manager General Partner (or other liquidating trustee trustee, if applicable) shall deem advisable but advisable, any balance of any such reserves not required to exceed one calendar year, to distribute the balance thereafter remaining discharge such liabilities or obligations shall be distributed as provided in the manner hereinafter providedsubsection (ii) below; and (cii) ThirdSecond, to the Members Partners in accordance with Article 6 hereof; provided, however, that for the provisions avoidance of doubt, any RPI Rights shall be distributed pro rata to each Electing Member (determined based on such Electing Member’s Invested Capital as a proportion of the aggregate Invested Capital of all Electing Members). (b) Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and shall have no recourse therefor, upon dissolution or otherwise, against the General Partner or a Limited Partner. Subject to Section 7.0111.3(c) hereof, no Partner shall have any right to demand or receive property other than cash upon dissolution of the Partnership. (c) If upon the winding up and liquidation of the Partnership there shall be any assets of the Partnership to be distributed in kind, the General Partner shall provide written notice to each Partner of such distribution which notice shall set forth the date on which the General Partner has determined to cause such distribution to be made and shall offer to each Partner the right to elect not to receive such in kind distribution. If the General Partner receives written notice from any Limited Partner within five (5) Business Days following receipt of the General Partner’s notice of an in kind distribution of assets of the Partnership, that, in lieu of receiving such in kind distribution, such Limited Partner desires that the General Partner dispose of such Limited Partner’s share of the assets of the Partnership to be distributed in kind and distribute the cash proceeds, net of all Disposition commissions and expenses, to such Limited Partner, the General Partner shall use its commercially reasonable efforts to Dispose of such Limited Partner’s share of the assets of the Partnership to be distributed in kind; provided, however, that, for the purposes of this Agreement, such Limited Partner’s share of the assets of the Partnership to be distributed in kind shall be deemed to have been Disposed of for their Fair Market Value as of the date of the in-kind distribution of such assets of the Partnership to the Limited Partners who did not provide such notice. In the event the General Partner is unable to dispose of such Limited Partner’s share of the assets of the Partnership within two (2) weeks, such Limited Partner may deliver a written notice to the General Partner requesting that the General Partner distribute such Limited Partner’s share of the assets of the Partnership in kind to such Limited Partner and the General Partner shall promptly do so. If the General Partner does not receive a written notice of the type referred to in the immediately preceding sentence from such Limited Partner, the General Partner shall continue its efforts to sell such Limited Partner’s share of the assets of the Partnership to be distributed in kind for an additional period of one (1) week and if the General Partner is not successful in selling such Limited Partner’s share of the assets of the Partnership to be distributed in kind during such period, at the end of such one-week period the General Partner shall distribute such Limited Partner’s share of the assets of the Partnership in kind to such Partner. The Partnership shall use commercially reasonable efforts to seek that any shares of GGP that are distributed in kind pursuant to this Section 11.3(c) be freely tradeable under applicable securities laws, it being acknowledged by each of the Partners that, to the extent the Partnership is then a minority shareholder of GGP, the Partnership may be significantly limited in its ability to control the free tradeability of such shares.

Liquidation. Upon On dissolution of the Company for any reasonFund, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator (who shall be allowed for selected by the orderly termination Board of Directors, if still constituted, and otherwise shall be a Person proposed and approved by a Majority in Interest of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as Limited Partners) shall cause to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of be prepared a statement setting forth the assets and liabilities of the Company shall be taken Fund as of the date of dissolution, and a such statement thereof shall be furnished to each Member all of the Limited Partners. Then, those Fund assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Fund’s assets would be unduly disadvantageous to the Limited Partners, the liquidator may either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Limited Partners in kind. The liquidator shall then wind up the affairs of the Fund and distribute the proceeds of the Fund by the end of the calendar year of the liquidation (or, if later, within thirty (30) 90 days after the dissolution. Such accounting and statements shall be prepared under the direction date of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied such liquidation) in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Limited Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyFund other than liabilities for distributions to Limited Partners, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation;law; then (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company Fund or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Fund. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andand then (c) Third, to the Members Limited Partners or their legal representatives in accordance with the provisions of distribution priority set forth in Section 7.018.2(a).

Liquidation. Upon dissolution of If the Company for any reasonis dissolved pursuant to Section 10.01, the Company shall immediately commence be liquidated and its business and affairs wound up in accordance with the Delaware Act and the following provisions: (a) The Manager, or another Person selected by the Manager, shall act as liquidator to windup its affairswind up the Company (the “Liquidator”). A reasonable period The Liquidator shall have full power and authority to sell, assign, and encumber any or all of time shall be allowed for the orderly termination Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. (b) As promptly as possible after dissolution and again after final liquidation, discharge the Liquidator shall cause a proper accounting to be made by a recognized firm of its liabilities and distribution or liquidation certified public accountants of the remaining assets so as to enable Company’s assets, liabilities, and operations through the Company to minimize the normal losses attendant to the liquidation process. A full accounting last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (c) The Liquidator shall liquidate the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the of such liquidation thereof shall be applied in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (ai) First, to the payment of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation); (bii) Second, setting up to the establishment of such and additions to reserves as that are determined by the Manager or liquidating trustee may deem to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (ciii) Third, to the Members Members, on a pro rata basis, in accordance with the provisions positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year of Section 7.01the Company during which the liquidation of the Company occurs.

Liquidation. Upon dissolution the happening of any of the events specified in Section 14.1 and, if applicable, the failure to continue the business of the Company for any reasonunder Section 14.2, the Board of Managers, or any liquidating trustee elected by the Members, will commence as promptly as practicable to wind up the Company’s affairs unless the Board of Managers or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company shall immediately commence assets would cause undue loss to windup its affairsthe Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. A reasonable period of time shall be allowed for the orderly termination Assets of the Company businessmay be liquidated or distributed in kind, discharge as the Liquidator determines to be appropriate. The Members will continue to share Company Cash Flow, Profits and Losses during the period of its liabilities liquidation in the manner set forth in Articles X and distribution or XI. The proceeds from liquidation of the remaining assets so as Company, including repayment of any debts of Members to enable the Company to minimize and any Company assets that are not sold in connection with the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member orliquidation, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall will be applied in the following order of priority: (a) First, To payment of the debts and liabilities satisfaction of the other obligations of the Company, in the order of priority provided by law (including any loans by the without limitation debts and obligations to Members to the Company) and payment of the expenses of liquidationextent permitted by law; (b) Second, setting up To the establishment of such any reserves as deemed appropriate by the Manager or liquidating trustee may deem reasonably necessary Liquidator for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; providedCompany, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to which reserves will be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, paying liabilities or obligations and, at the expiration of such escrow a period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar yearLiquidator deems appropriate, to distribute the balance thereafter remaining will be distributed in the manner hereinafter providedprovided in Section 14.3(c); andand thereafter (c) Third, To the-payment to the Members of the positive balances in their respective Capital Accounts, pro rata, in proportion to the positive balances in those Capital Accounts after giving effect to all allocations under Article X and all distributions under Article XI for all prior periods, including the period during which the process of liquidation occurs. UMI agrees to pay to Burlington, before the payments specified in subparagraph (c) are to be made to Burlington, any amount necessary to restore the Capital Account of Burlington to the extent diminished by any distributions made to Burlington pursuant to Section 11.1(a) so that such payments in subparagraph (c) will be made in accordance with the provisions restored Capital Account of Section 7.01Burlington.

Liquidation. (a) Upon dissolution of the Company Partnership for any reason, the Company Partnership shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Partnership business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company Partnership to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Partnership shall be managed on behalf of the Partnership by the "Liquidator," which shall be (1) if the Partnership is being liquidated pursuant to Section 11.1 (a), a liquidating trustee selected by the Partners other than a Partner that has withdrawn and (2) in all other events, the Managing Partner. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Partnership's assets (including equity interests in other Persons) or portions or clusters of assets of the Partnership. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall Partnership to be taken and a statement thereof shall to be furnished to each Member Partner within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Partnership. (d) The Company property and assets and/or of the Partnership and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the CompanyPartnership, in the order of priority provided by law (including any loans by the Members either Partner to the CompanyPartnership) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Partnership or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee Liquidator to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Partners, in accordance with Section 4.1(b). The distributions pursuant to this Section 11.2(d)(3) shall, to the Members extent possible, be made prior to the later of the end of the Fiscal Year in accordance with which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (e) If in the course of the liquidation and dissolution of the Partnership pursuant to this Article 11, the Liquidator determines that a sale by all the Partners to any Person of their Partnership Interests, instead of a sale by the Partnership and the Subsidiaries of their respective assets, would more efficiently effect the liquidation of the Partners' economic interests in the Partnership or would reduce negative tax consequences to the Partners and the Partnership, but would not adversely affect the rights and obligations of either Partner (including the tax consequences to either Partner), then each Partner agrees to sell its Partnership Interest to such Person, and the Liquidator shall have the authority, pursuant to the power of attorney granted in Section 16.5(b), to execute, acknowledge, deliver, swear to, file, and record all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest. (f) Following the dissolution of the Partnership pursuant to Section 11.1, the Partners will use commercially reasonable efforts to structure the liquidation of the Partnership in a manner that minimizes negative tax consequences to the Partners and the Partnership to the extent doing so would not materially adversely affect either Partner (except to the extent such Partner is adequately compensated by the other Partner for such adverse effect). Any structure agreed to by the Partners pursuant to this Section 11.2(f) shall supersede the other provisions of this Article 11 to the extent it is inconsistent with such other provisions, but nothing in this Section 7.0111.2(f) shall modify or otherwise affect the other provisions of this Article 11 if the Partners are unable to agree on such a structure.

Liquidation. Upon dissolution dissolution, the Company’s business shall be liquidated in an orderly manner. The Member shall act as the liquidator (unless it elects to appoint a liquidator) to wind up the affairs of the Company for any reasonpursuant to this Agreement. If there shall be no members, the Company shall immediately commence successor-in-interest to windup the Member may serve as such liquidator or may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its affairs. A reasonable period duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of time shall be allowed for the orderly termination assets of the Company business, discharge of its liabilities in accordance with the Act and distribution or liquidation of in any reasonable manner that the remaining assets so as liquidator shall determine to enable be in the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction best interest of the Member or, by a liquidating trustee selected by unanimous consent of the Membersor its successors-in-interest. The Company property and assets and/or the proceeds from the of any liquidation thereof shall be applied and distributed in the following order of priority: (a) First, for the payment of the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by the Members debts and liabilities owed to the Company) Member to the extent permitted under the Act (and payment of the expenses of liquidation)); (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee Member reasonably may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall arising in connection with the business of the Company. These reserves may be paid over by the Manager or liquidating trustee Member to an escrow agentany attorney-at-law, as escrowee, to be held by such escrow agent attorney for the purpose of disbursing such reserves in payment of such liabilities, any of the aforementioned contingencies and, at the expiration of such escrow period as the Manager or liquidating trustee Member shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in of such reserves to the manner hereinafter providedMember; and (c) Thirdthereafter, to the Members in accordance with the provisions of Section 7.01Member.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its wind up the Company's affairs. A ; provided, however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share Profits and Losses during liquidation in the liquidation processsame proportions, as specified in Article VIII hereof, as before liquidation. A full accounting of Each Member shall be furnished with a statement prepared by the Company's certified public accountants that shall set forth the assets and liabilities of the Company as of the date of dissolution. (a) The proceeds of any liquidation (or of any transaction that is deemed to be a liquidation under Section 15.5 hereof) shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member ordistributed, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied as realized, in the following order of and priority: (ai) Firstfirst, payment of the debts and liabilities to creditors of the Company, in the order of priority provided by law (including any loans by the Members who are creditors, to the Company) and payment extent otherwise permitted by law, in satisfaction of the expenses liabilities of liquidationthe Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to Members; (bii) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agentsecond, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilitiesMembers pursuant to Sections 8.3(i), and(ii), at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining (iii) and (iv) in the manner hereinafter providedsame priority and after giving effect to all prior distributions; and (ciii) Thirdthe balance, to the Members in accordance with their positive Capital Accounts after giving effect to all contributions, distributions and allocations for all periods. For clarification, for the provisions purpose of this Section 7.0115.4(iii) all allocations under Section 8.7(vi) and all distributions under Section 15.4(ii) shall be deemed to have been made prior to the distributions required by this Section 15.4(iii). (b) If the Liquidating Trustee shall determine that it is not feasible to liquidate all of the assets of the Company, then the Liquidating Trustee shall cause the Fair Asset Value of the assets not so liquidated to be determined. Any unrealized appreciation or depreciation with respect to such assets shall be allocated among the Members in accordance with Article VIII as though the property were sold for its Fair Asset Value and distribution of any such assets in kind to a Member shall be considered a distribution of an amount equal to the assets' Fair Asset Value. Such assets, as so appraised, shall be retained or distributed by the Liquidating Trustee as follows: (i) The Liquidating Trustee shall retain assets having a Fair Asset Value equal to the amount by which the net proceeds of liquidated assets are sufficient to satisfy the requirements of paragraph (a)(i) of this Section 15.4. The foregoing notwithstanding, the Liquidating Trustee shall, to the fullest extent permitted by law, have the right to distribute property subject to liens at the value of the Company's equity therein. (ii) The remaining assets (including mortgages and other receivables) shall be distributed to the Members in such proportions as shall be equal to the respective amounts to which each Member is entitled pursuant to Section 15.4(a) hereof giving full effect in the calculation thereof to any previous distributions made pursuant to this Section 15.4. If, in the sole and absolute judgment of the Liquidating Trustee, it shall not be feasible to distribute to each Member an aliquot share of each asset, the Liquidating Trustee may allocate and distribute specific assets to one or more Members as tenants-in-common as the Liquidating Trustee shall determine to be fair and equitable. (c) No Member shall have the right to demand or receive property other than cash upon dissolution and termination of the Company.

Liquidation. Upon (a) Except as otherwise provided herein, upon the dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time no further business shall be allowed conducted except for the orderly termination taking of such action as shall be necessary for the winding up of the affairs of the Company business, discharge and the distribution of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation processMembers pursuant to the provisions of this section. A In such event, a liquidating trustee shall be appointed as follows: Each Member shall select an advisor and the advisors shall select a third person to serve as liquidating trustee. The liquidating trustee shall have full accounting of authority to wind up the assets and liabilities affairs of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty make final distribution as provided herein. (30b) days after Upon the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities dissolution of the Company, the liquidating trustee shall sell the Company Assets at the best price available, or, with the consent of all Members, the liquidating trustee may distribute those assets in kind; provided, however, that the liquidating trustee shall ascertain the fair market value by appraisal or other reasonable means of the Company Assets to be distributed in kind, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article VI above. All of the Company Assets shall be so applied and distributed by the liquidating trustee on or before the later to occur of (x) the end of the taxable year in which the dissolution of the Company occurs, (y) the date that is 90 days following the date upon which substantially all of the Company Assets are sold or otherwise disposed of by the Company or (z) the date that is 90 days following the date any other event of dissolution occurs, and in the order of priority provided by law following order: 33 (including any loans by the Members i) First, to the Company) and payment creditors of the expenses of liquidationCompany; (bii) Second, to setting up of such the reserves as that the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (iii) Finally, in the manner provided in Section 6.6, as applicable. (c) ThirdThe liquidating trustee shall comply with any requirements of the Act or other applicable law, except as modified by this Agreement in the manner permitted by the Act, pertaining to the Members in accordance with winding up of a limited liability company, at which time the provisions of Section 7.01Company shall stand liquidated.

Liquidation. Upon dissolution the happening of any of the events specified in Section 9.1, the Board, or any liquidating trustee elected by the Board, will commence as promptly as practicable to wind up the Company’s affairs unless the Board or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. With the exception of the INNMC Businesses, assets of the Company for any reasonmay be liquidated or distributed in kind, as the Company shall immediately commence Liquidator determines to windup its affairsbe appropriate. A reasonable period of time The INNMC Business shall be allowed for the orderly termination of the Company business, discharge of its liabilities distributed in kind only to INNMC and distribution or any proceeds from a liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant INNMC Businesses shall be paid to the INNMC Member. The proceeds from liquidation process. A full accounting of the assets and liabilities remainders of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction Company, including repayment of any debts of the Member orMembers to the Company, by a liquidating trustee selected by unanimous consent of the Members. The and any Company property and assets and/or the proceeds from that are not sold in connection with the liquidation thereof shall will be applied in the following order of priority: (a) 9.2.1. First, to payment of the debts and liabilities satisfaction of the other obligations of the Company, in including without limitation debts and obligations to the order Member; 9.2.2. Second, to the establishment of priority provided by law (including any loans reserves deemed appropriate by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary Liquidator for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; providedCompany, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to which reserves will be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, paying liabilities or obligations and, at the expiration of such escrow a period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar yearLiquidator deems appropriate, to distribute the balance thereafter remaining will be distributed in the manner hereinafter providedprovided in Section 9.2.3; and (c) 9.2.3. Third, to the Members in accordance with the provisions of Section 7.01their positive Capital Account balances, after giving effect to all contributions, distributions, and allocations pursuant to Exhibit C for all periods, including any Accruing Dividends.

Liquidation. Upon dissolution of If the Company for any reasonis dissolved pursuant to Section 12.01, the Company shall immediately commence be liquidated and its business and affairs wound up in accordance with the Delaware Act and the following provisions: (a) The Board shall act as liquidator to windup its affairswind up the Company (the “Liquidator”); provided that, notwithstanding anything herein to the contrary, (i) if the Company is being dissolved pursuant to Section 12.01(b) based on the Bankruptcy or a default by the Majority Member, the Minority Member shall act as Liquidator; or (ii) if the Company is being dissolved pursuant to Section 12.01(b) based on the Bankruptcy or a default by the Minority Member, the Majority Member shall act as Liquidator. A reasonable period The Liquidator shall have full power and authority to sell, assign and encumber any or all of time shall be allowed for the orderly termination Company's assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner; provided that, discharge if the Board is the Liquidator, it shall act in accordance with the governance provisions in ARTICLE VII until the winding up occurs. (b) As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of its certified public accountants of the Company's assets, liabilities and distribution or liquidation operations through the last day of the remaining assets so calendar month in which the dissolution occurs or the final liquidation is completed, as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of applicable. (c) The Liquidator shall liquidate the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or distribute the proceeds from the of such liquidation thereof shall be applied in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law: (ai) Firstfirst, to the payment of all of the Company's debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation); (bii) Secondsecond, setting up to the establishment of such and additions to reserves as that are determined by the Manager or liquidating trustee may deem Liquidator to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedCompany; and (ciii) Thirdthird, to the Members in accordance with the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs. (d) Notwithstanding the provisions of Section 7.0112.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 12.03(c), if upon dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company's assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may, upon unanimous consent of the Members, distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 12.03(c), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value, as determined by the Liquidator in good faith.

Liquidation. 8.5.1 Upon dissolution of the Company for any reasonCompany, the Company shall immediately commence thereafter engage in no further business other than that which is necessary to windup its affairswind up the business, and the Board (or such other Person as the Board may determine) shall act as the “Liquidator” of the Company. A reasonable period of time shall be allowed for the orderly winding up of the affairs of the Company in order to minimize any losses attendant upon such a winding up. In the event the Liquidator reasonably believes that it is prudent to do so, cash or other assets held in reserve may be placed in a liquidating trust or other escrow immediately prior to the termination of the Company businessin order to ensure that any and all obligations of the Company are satisfied. After allocating (pursuant to Article 5 of this Agreement) all income, discharge of its liabilities gain, loss, deductions and distribution or credit resulting the liquidation of the remaining assets so Company Assets, the Liquidator shall apply and distribute the cash proceeds thereof as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityfollows: (a) First, to the payment of (i) the debts and liabilities of the Company, in the order of priority provided by law Company (including any loans by outstanding amounts due under any Credit Arrangements encumbering the Members Company Assets (or any part thereof) and, to the Companyextent permitted by law, to Members who are creditors) and payment of (ii) the expenses of liquidation;; then (b) Second, setting up to the establishment of such reserves as any Reserves which the Manager or liquidating trustee may deem Liquidator shall determine in its commercially reasonable judgment to be reasonably necessary for any contingent contingent, unliquidated or unforeseen liabilities Liabilities or obligations of the Company or any obligation its Subsidiaries or liability not then due and payable; providedthe Members arising out of or in connection with the Company or its Subsidiaries. Such Reserves may, howeverin the commercially reasonable discretion of the Liquidator, that any such reserve shall be paid over to a national bank or national trust company selected by the Manager or liquidating trustee Liquidator and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank or trust company as escrowee for the purpose purposes of disbursing such reserves in payment of such liabilitiesReserves to satisfy the Liabilities and obligations described above, and, and at the expiration of such escrow period distributing any remaining balance as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining provided hereinafter in the manner hereinafter providedthis Section 8.5.1; andand then (c) Third, to the Members in accordance with Section 4.1. 8.5.2 Notwithstanding Section 8.5.1, in the provisions event that the Liquidator determines that an immediate sale of all or any portion of the Company Assets would cause undue loss to the Members, the Liquidator, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a Doc#: US1:15482657v3 reasonable time any Company Assets except those necessary to satisfy, including the provision of reasonable Reserves for, the Company’s debts and obligations, or distribute the Company Assets to the Members in kind in a manner otherwise in accordance with the distribution procedure of Section 7.018.5.1.

Liquidation. Upon dissolution In the course of winding up of the Company for any reasonCompany, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company businessLiquidator may, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under at the direction of the Member orBoard, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities dispose of the Company, 's assets by public or private sale or by distribution to the Members under Section 8.1.4.4. The Liquidator will treat all amounts the Company owes to Members otherwise than in respect of their distribution rights under Section 8.1.4.4 and all costs of the liquidation under this Section 8.1 as Company liabilities it will discharge in the order course of priority provided by law winding up the Company's affairs. The Liquidator will cause the Company to (1) pay or make reasonable provision for the payment of all claims and obligations, including any loans by the Members all contingent, conditional or unmatured contractual claims, known to the Company, and (2) make such provision as will be reasonably likely to be sufficient to provide compensation for (A) any claim against the Company which is the subject of each pending action, suit or proceeding to which the Company is a party and payment of the expenses of liquidation; (bB) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of claims that have not been made known to the Company or any obligation have not arisen, but that, on the basis of facts known to the Company, are likely to arise or liability not then due become known to the Company within 10 years after the date of dissolution. If the Company has sufficient assets, the Liquidator will cause it to (1) pay all such claims and payable; provided, however, that obligations in full and (2) make any such reserve shall be paid over by provision for payment in full. If the Manager Company does not have sufficient assets for those purposes, the Liquidator will cause the Company to pay or liquidating trustee to an escrow agent, to be held by such escrow agent provide for the purpose of disbursing such reserves in payment of such liabilities, all those claims and obligations according to their priority and, at among claims of equal priority, ratably to the expiration extent of such escrow period as the Manager Company's assets available therefor. The Liquidator will maintain any reserve it has established with respect to contingent, conditional or liquidating trustee shall deem advisable but not unmatured claims against the Company until the last to exceed one calendar yearoccur of the resolution of all asserted claims to which it relates or the 10th anniversary of the date of the Company's dissolution, to following which anniversary the Liquidator will distribute the balance thereafter assets remaining in the manner hereinafter provided; and (c) Thirdreserve, to the Members in accordance with the provisions of if any, as liquidation proceeds under Section 7.018.1.4.4.

Liquidation. Upon On dissolution of the Company for any reasonFund, the Company shall immediately commence to windup its affairs. A reasonable period of time a liquidator shall be allowed for selected by the orderly termination Board of the Company businessManagers, discharge of its liabilities and distribution if still constituted, or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company otherwise shall be taken a Person proposed and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, approved by a liquidating trustee selected by unanimous consent Majority in Interest of the Members. Those Fund assets that the liquidator determines should be liquidated shall be liquidated as promptly as possible, but in an orderly and business-like manner to maximize proceeds. Assets that the liquidator determines to distribute in kind shall be so distributed in a manner consistent with applicable law. If the liquidator determines that an immediate sale at the time of liquidation of all or part of the Fund's assets would be unduly disadvantageous to the Members, the liquidator may either defer liquidation and retain the assets for a reasonable time, or distribute the assets to the Members in kind. The Company property liquidator shall then wind up the affairs of the Fund and assets and/or distribute the proceeds from of the liquidation thereof shall be applied Fund in the following order of or priority: (a) First, to the payment of the debts expenses of liquidation and to creditors (including Members who are creditors, to the extent permitted by law) in satisfaction of liabilities of the CompanyFund other than liabilities for distributions to Members, in the order of priority as provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation;law; then (b) Second, to the setting up of such any reserves as that the Manager or liquidating trustee liquidator may deem reasonably necessary or appropriate for any contingent anticipated obligations or unforeseen liabilities or obligations contingencies of the Company Fund or any obligation of the liquidator arising out of or liability not then due and payable; provided, however, that any such reserve shall in connection with the operation or business of the Fund. Such reserves may be paid over by the Manager or liquidating trustee liquidator to an escrow agent, agent or trustee proposed and approved by the liquidator to be held disbursed by such escrow agent for the purpose of disbursing such reserves or trustee in payment of such liabilities, any of the aforementioned obligations or contingencies and, if any balance remains at the expiration of such escrow period as the Manager or liquidating trustee liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining be distributed by such escrow agent or trustee in the manner hereinafter provided; andand then (c) Third, to the Members or their legal representatives in accordance with the provisions of Section 7.018.2(a).

Liquidation. Payments to Deceased, Incapacitated, Dissolved, Withdrawing and Expelled Members if Business is Continued. (a) Upon dissolution of the Company for any reasonCompany, unless the Company shall immediately commence remaining Members elect to windup its affairs. A reasonable period of time shall be allowed for continue the orderly termination business of the Company businessas provided above, discharge of its liabilities and distribution the Managing Member (or liquidation of if the remaining assets so as to enable Managing Member refuses, such other person selected by the Company to minimize Members) shall be the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities liquidator of the Company (collectively, the "Liquidator"). The Liquidator shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after liquidate the dissolution. Such accounting and statements shall be prepared under the direction assets of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or apply and distribute the proceeds from the of such liquidation thereof shall be applied in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ai) First, payment to creditors of the debts Company (including Members); (ii) to the Members, to the extent of and liabilities in proportion to the balances in their respective Capital Accounts, after adjustment to reflect any income, gain, loss or expense for the fiscal year (as defined in Section 24 herein) in which such liquidation occurs; and (iii) the balance, if any, to the Members in proportion to their then Percentage Interests. provided, however, that the Liquidator may place in escrow a reserve of cash or other assets of the Company, Company for contingent liabilities in the order of priority provided by law (including any loans an amount determined by the Members Liquidator to the Company) and payment of the expenses of liquidation;be appropriate for such purposes. (b) SecondIn case a Member (the "Affected Member") withdraws or is expelled, setting up the following shall be applicable: (i) The Percentage Interest of any such Affected Member shall cease on the date immediately following the effective date of such reserves as withdrawal or expulsion (such date is the Manager "termination date"). (ii) The Company shall deliver to the Affected Member or liquidating trustee may deem reasonably necessary for his personal representative any contingent or unforeseen liabilities or obligations property owned by the Member that is in the possession of the Company and shall pay to the Member or his personal representative the balance of any obligation amount owed by the Company to the Member (other than any amount owed with respect to the Member's Capital Account) less any amounts due the Company by such Member, including amounts payable pursuant to Section 20(b)(iv). (iii) The Company shall pay to the Affected Member or liability his personal representative an amount equal to the positive balance in such Member's Capital Account as of the date of the termination date determined after making all appropriate adjustments to reflect any events occurring at or prior to the date of the termination date. In determining items of income, gain, loss, and expense for the Allocation Period ending on the date of the termination date, it shall be assumed that all property owned by the Company was sold on the termination date for its fair market value as determined by the Managing Member. (iv) Payments to an Affected Member or his personal representative of amounts due under this Section shall be made in cash or, in case payment in cash is not then due reasonably practicable (in the judgment of the Managing Member), in other property having, in the reasonable opinion of the Managing Member, a fair market value equal to the amount due, (aa) in the case of a Member who withdraws voluntarily in three equal annual installments, the first of which shall be payable on the first annual anniversary of the first January 1, April 1, July 1 or October 1 next following the date of withdrawal; (bb) in the case of any Member expelled for Cause, in five equal annual installments, the first of which shall be payable on the first annual anniversary of the first January 1, April 1, July 1 or October 1 next following the date of expulsion; and payable(cc) in any other case on the last day of the twelve month period commencing on the first calendar quarter next following the date of dissolution; provided, however, that the Managing Member may elect to pay any such reserve shall be paid over by unpaid amount due the Manager Member at any earlier time in its discretion. (v) Any net amount due to the Company from an Affected Member or liquidating trustee due from the Company to an escrow agent, to be held by such escrow agent for Affected Member or his personal representative shall bear interest from the purpose date of disbursing such reserves in payment of such liabilities, and, dissolution until paid at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, a rate per annum equal to the Members rate announced by The Chase Manhattan Bank (and its successors) in accordance with the provisions of Section 7.01New York City from time to time as its prime rate, changing as and when said prime rate shall change.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Members shall appoint a Manager as liquidating trustee, who shall immediately commence to windup its wind up the Company’s affairs. A ; provided, however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant to the liquidation processupon a liquidation. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, After making payment of the or provision for all debts and liabilities of the Company, in if determined to be necessary under the order of priority provided by law (including any loans circumstances by the Members to Managers, the Company) and payment Members' Capital Accounts shall be adjusted by debiting or crediting each Member's Capital Account with its respective share of the expenses hypothetical gains or losses resulting from the assumed sale of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations all remaining assets of the Company or any obligation or liability not then due for cash at their respective fair market values as of the date of dissolution of the Company in the same manner as gains and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment losses on actual sales of such liabilities, and, at the expiration of such escrow period as the Manager or properties are allocated under Section 3.3 and Section 3.5 hereof. The liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, then by payment of cash or property make distributions to the Members in accordance with their respective Capital Accounts. Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 days after the date of such liquidation. Notwithstanding any provisions in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The proceeds of liquidation shall be distributed, as realized, in the manner provided in the Act, subject to the applicable provisions of Section 7.013.4. Subject to the immediately following sentence, the Members shall continue to share Profits and Losses during liquidation in the same proportions, as specified in Sections 3.3 and 3.5 hereof, as before liquidation. Notwithstanding anything to the contrary herein, the Managers shall in their good faith discretion (and in a manner which reflects the economic interests of the Members consistent with the intent of the transactions set forth in this Agreement and the Purchase Agreement) allocate items of income, gain, deduction, and loss for the year of liquidation (and for earlier years if necessary to the extent then possible) so as to give Members positive Capital Account balances, immediately before the distributions provided for in the second preceding sentence, equal to the amount (if any) that would be distributed to Members if distributions were made in accordance with Section 3.4(a) and (b) hereof. In the event that such Manager is unable to perform in his capacity as liquidating trustee due to bankruptcy, dissolution, death, adjudicated incompetency or any other termination of such Manager as an entity, the liquidating trustee shall be a Person approved by the unanimous vote of the Membership Interests. With respect to this provision, the term "liquidation" shall have the same meaning as set forth in Treasury Regulation §1.704-1(b)(2)(ii) as in effect at such time, provided that the events specified in Section 10 shall not be deemed a "liquidation".

Liquidation. Upon dissolution The Liquidator shall give all notices to creditors of the Company for and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Company, the assets of the Company (other than cash) shall be sold or distributed in kind to the Members, in the reasonable discretion of the Liquidator, its liabilities and obligations to creditors, including any reasonMembers who made loans to the Company as provided in Section 4.5 or Section 4.6, and all expenses incurred in its liquidation shall be paid, and all resulting items of Company income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Members in accordance with Article IV. The fair market value of any assets of the Company distributed in kind to the Members shall be determined by an independent appraiser chosen by the Board of Directors. Any distribution in kind need not be made on a pro rata basis so long as the value of the assets and cash (if any) distributed to each Member is in compliance with this Article XVI. All Company assets (except to the extent reserves have been established pursuant to Section 16.4) shall be distributed among all the Members in accordance with their Sharing Percentages. This distribution shall be made no later than the end of the fiscal year during which the Company is liquidated (or, if later, ninety (90) days after the date on which the Company is liquidated). Upon the completion of the liquidation of the Company and the distribution of all the Company assets, the Company shall immediately commence terminate and the Liquidator shall have the authority to windup its affairs. A reasonable period of time shall be allowed for execute and record all documents required to effectuate the orderly dissolution and termination of the Company business, discharge of its liabilities and distribution or liquidation Company. In the discretion of the remaining assets so as to enable Liquidator, a pro rata portion of the Company to minimize the normal losses attendant distributions that would otherwise be made to the liquidation process. A full accounting Members may instead be distributed to a trust established for the benefit of the assets and liabilities Members for the purposes of the liquidating Company shall be taken and a statement thereof shall be furnished property, collecting amounts owed to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for paying any contingent or unforeseen liabilities or obligations of the Company or any obligation of the Members arising out of or liability not then due and payable; provided, however, that in connection with the Company. The assets of any such reserve trust shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, distributed to the Members from time to time, in accordance with the provisions reasonable discretion of Section 7.01the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company businessJoint Venture, discharge of its liabilities and distribution or liquidation the assets of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company Joint Venture shall be taken liquidated as promptly as possible, and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the cash proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) First, To the payment of the debts debts, taxes, obligations and liabilities of the Company, in Joint Venture and the order of priority provided by law (including any loans by the Members to the Company) and payment of the necessary expenses of liquidation. Where there is a contingent debt, obligation or liability, a reserve shall be set up to meet it, and if and when such contingency shall cease to exist, the monies, if any, in such reserve shall be distributed as provided for in this paragraph 11; (ii) To the repayment of any remaining loans and accrued interest due to ABI from Xxxxxx pursuant to paragraph 3(b), which amounts, if any, shall reduce any amount distributable to Xxxxxx pursuant to subparaqraphs (iii) and/or (iv) following; (iii) To the repayment of the capital accounts of the parties, such parties sharing such repayment proportionately to their respective capital accounts; (iv) The surplus, if any, of such assets then remaining shall be divided among the parties in proportion to their percentage interests in the Joint Venture. (b) SecondNotwithstanding the termination and liquidation of the Joint Venture, setting up the parties shall continue to remain obligated to each other with respect to any Productions in development or running on the date of termination. A Production shall be considered to be in development when either the non-Equity rights have been acquired by the Joint Venture or a written proposal mutually agreed to by the parties to acquire such rights is in negotiation with the holder of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any rights. Any net profits derived from such reserve Productions shall be paid over divided by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members parties in accordance with the provisions terms of Section 7.01this Agreement.

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Managing Member or, if there is none, a Person approved by the remaining Members to act as a liquidating trustee (the "Liquidating Trustee"), shall wind up the affairs of the Company shall immediately commence to windup its affairs. A and proceed within a reasonable period of time shall be allowed for to sell or otherwise liquidate the orderly termination assets of the Company businessand, discharge after paying or making provision by the setting up of its reasonable reserves for all liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities creditors of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to assets among the Members in accordance with the provisions for the making of distributions set forth in this Agreement. (b) The Members shall not be responsible for restoring any negative balance in their Capital Accounts. (c) The assets of the Company or the proceeds from liquidation thereof shall be distributed in the following manner: (i) First, to pay or make reasonable provision to pay the liabilities and debts of the Company (including all contingent, conditional or unmatured claims and obligations, including the expenses of liquidation and including all loans made by any Member to the Company), other than liabilities for distributions to Members; and (ii) Thereafter, all remaining assets or proceeds shall be paid or distributed to all Members in accordance with their Percentage interests. (d) In any such liquidation, the Company may distribute to Members the assets of the Company in cash, ratably in kind or any combination thereof. Each distribution in kind of securities, assets and/or other property pursuant to Section 7.019.2.(c)(ii) shall be distributed based upon the Fair Market Value of such property. To the extent deemed desirable by the Managing Member or the Liquidating Trustee, distributions may be made into a liquidating trust or other appropriate entity, and reserves may be established for contingencies. (e) When the Managing Member or the Liquidating Trustee has complied with the foregoing liquidation plan, the Managing Member or the Liquidating Trustee, on behalf of all Members, shall execute, acknowledge and cause to be filed an instrument evidencing the cancellation of the Certificate in the manner required by the Delaware Act.

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Board shall immediately commence appoint in writing one or more liquidators (who may be Members or Board Members) who shall have full authority to windup its affairs. A reasonable period of time shall be allowed for wind up the orderly termination affairs of the Company business, discharge of its liabilities and to make a final distribution or liquidation as provided herein. The liquidator shall continue to operate the Company properties with all of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting power and authority of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersBoard. The Company property and assets and/or steps to be accomplished by the proceeds from the liquidation thereof shall be applied in the following order of priorityliquidator are as follows: (a) First, payment The liquidator shall pay all of the debts and liabilities of the CompanyCompany or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). The liquidator shall then, by payment of cash or property (in the case of property, valued as of the date of termination of the Company at its agreed value, as determined by unanimous consent of the Members using a reasonable method of valuation), distribute to the Members such amounts as are required to distribute all remaining amounts to the Members in accordance with Article VII. For purposes of this Article XII, a distribution of an asset or an undivided interest in an asset in-kind to a Member shall be considered a distribution of an amount equal to the fair market value of such asset or undivided interest. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 12.3. No Member shall receive a distribution of property, other than cash, if such Member is restricted from holding such property under the BHCA or any other applicable law or regulation. If a Member is restricted from holding such distributed property other than cash, such Member shall advise the Company in writing a reasonable time prior to any proposed distribution, in which event the order Company shall take commercially reasonable efforts to sell such property and distribute the proceeds to such Member, provided that (i) any such sale of priority provided by law property shall be made on arms’ length terms, (including ii) any loans taxable gain or loss recognized by the Members Company attributable to the Companysuch sale shall be allocated to such Member, and (iii) and payment such Member shall bear all of the expenses of liquidation;incurred by the Company in connection with performing its obligations under this sentence. 50 12111833.11 (b) Second, setting up of such reserves as Any real property distributed to the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve Members shall be paid over conveyed by special warranty deed and shall be subject to the operating agreements and all Liens, contracts and commitments then in effect with respect to such property, which shall be assumed by the Manager or liquidating trustee to an escrow agent, to be held by Members receiving such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andreal property. (c) ThirdExcept as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations § 1.704‑1(b)(2)(ii)(g). (d) The distribution of cash or property to the Members in accordance with the provisions of this Section 7.0112.3 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Members of their respective interests in the Company and all Company property. Notwithstanding any other provision of this Agreement, no Member shall have any obligation to contribute to the Company, pay to any other Member or pay to any other Person any deficit balance in such Member’s Capital Account.

Liquidation. (a) Upon the dissolution of the Company for any reasonCompany, the Company then Manager, or, if there be none, the Liquidating Trustee appointed pursuant to §9.3, shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for proceed with the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to Company, and the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priorityorder: (ai) First, payment of the debts and liabilities of the Company, To creditors in the order of priority as provided by law (including law, except for any loans by the Members indebtedness owing to the Company) and payment of the expenses of liquidation;any Member. (bii) Second, setting up To the establishment of such any reserves as that may be deemed by the Manager or liquidating trustee may deem other persons having control of the liquidation proceedings to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or Company; (iii) To the Members in satisfaction of any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee indebtedness owing to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedthem; and (civ) Third, to To the Members in accordance with §3.8, above. (b) Upon liquidation of the provisions Company, no Member shall be required to contribute any amount to the Company solely because of Section 7.01a deficit balance in its Capital Account and any such deficit balance shall not for any purpose be considered an asset of the Company. (c) For purposes of the liquidation of the Company assets, the discharge of its liabilities and the distributions of the remaining funds among the Members as above described, the Manager or Liquidating Trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company for such consideration and upon such terms and conditions as it deems appropriate. The Manager or the Liquidating Trustee, in its sole discretion, may make distributions in kind to Members. The Manager shall have the authority to purchase any Company assets at the appraised fair market value. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities of the Company to creditors to enable the Company to minimize normal losses during a liquidation period. Any return of all or any portion of the contributions made by a Member to the capital of the Company shall be made solely from Company assets, and the Manager shall not be personally liable for any such return, except to the extent provided in the preceding subsection.

Liquidation. Upon dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member Manager or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members any Member to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01Members.

Liquidation. (a) Upon dissolution of the Company Partnership for any reason, the Company Partnership shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Partnership business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company Partnership to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Partnership shall be managed on behalf of the Partnership by the "Liquidator," which shall be (1) if the Partnership is being liquidated pursuant to Section 11.1(a), a liquidating trustee selected by the Partners other than a Partner that has withdrawn and (2) in all other events, the Managing Partner. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Partnership's assets (including equity interests in other Persons) or portions or clusters of assets of the Partnership. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall Partnership to be taken and a statement thereof shall to be furnished to each Member Partner within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Partnership. (d) The Company property and assets and/or of the Partnership and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the CompanyPartnership, in the order of priority provided by law (including any loans by the Members either Partner to the CompanyPartnership) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company Partnership or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee Liquidator to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Partners, in accordance with Section 4.1(b). The distributions pursuant to this Section 11.2(d)(3) shall, to the Members extent possible, be made prior to the later of the end of the Fiscal Year in accordance with which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (e) If in the course of the liquidation and dissolution of the Partnership pursuant to this Article 11 the Liquidator determines that a sale by all the Partners to any Person of their Partnership Interests, instead of a sale by the Partnership and the Subsidiaries of their respective assets, would more efficiently effect the liquidation of the Partners' economic interests in the Partnership or would reduce negative tax consequences to the Partners and the Partnership, but would not adversely affect the rights and obligations of either Partner (including the tax consequences to either Partner), then each Partner agrees to sell its Partnership Interest to such Person, and the Liquidator shall have the authority, pursuant to the power of attorney granted in Section 16.5(b), to execute, acknowledge, deliver, swear to, file, and record all agreements, instruments, and other documents that may be necessary or appropriate to effect the sale of such Partner's Partnership Interest. (f) Following the dissolution of the Partnership pursuant to Section 11.1, the Partners will use commercially reasonable efforts to structure the liquidation of the Partnership in a manner that minimizes negative tax consequences to the Partners and the Partnership to the extent doing so would not materially adversely affect either Partner (except to the extent such Partner is adequately compensated by the other Partner for such adverse effect). Any structure agreed to by the Partners pursuant to this Section 11.2(f) shall supersede the other provisions of this Article 11 to the extent it is inconsistent with such other provisions, but nothing in this Section 7.0111.2(f) shall modify or otherwise affect the other provisions of this Article 11 if the Partners are unable to agree on such a structure.

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Company Liquidating Trustee shall immediately commence to windup its wind up the Company’s affairs. A ; provided however, that a reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, discharge and the satisfaction of its liabilities and distribution or liquidation of the remaining assets to creditors so as to enable the Company Members to minimize the normal losses attendant upon a liquidation. The Members shall continue to share Net Profits and Net Losses during liquidation in the liquidation processsame proportions, as specified in Article VII hereof, as before liquidation. A full accounting of Each Member shall be furnished with a statement audited by the Auditors that shall set forth the assets and liabilities of the Company as of the date of dissolution. Each Member (and its Affiliates) shall pay to the Company all amounts then owing by it (and them) to the Company. The proceeds of liquidation shall be taken distributed, as realized, in the following order and a statement thereof priority: (i) to creditors of the Company (including holders of Membership Units that are creditors to the extent otherwise permitted by applicable Law), in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to holders of Membership Units; and (ii) to the Members pro rata in accordance with their positive Capital Account balances to the extent thereof, after giving effect to all contributions, distributions and allocations for all periods. To the extent that the Members determine that any or all of the assets of the Company shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements sold, such assets shall be prepared under sold as promptly as practicable, in a commercially reasonable manner. For purposes of making the liquidating distributions required by this Section 11.04, the Liquidating Trustee may determine, subject to the direction of the Member orMembers per Section 5.06(e), by a liquidating trustee selected by unanimous consent whether to distribute all or any portion of the Members. The assets of the Company property in kind or to sell all or any portion of the assets of the Company and assets and/or distribute the proceeds from the liquidation thereof shall be applied in the following order of priority:therefrom. (ab) FirstNotwithstanding any provision to the contrary in this Section 11.04, payment of the debts and liabilities upon dissolution of the Company, in the order Liquidating Trustee shall, to the extent practicable and consistent with Sections 11.04(a)(i) and 11.04(a)(ii) and the direction of priority provided by law (including any loans by the Members in Subsection (a) above, (i) distribute in kind to each Member the respective assets contributed or transferred by such Member to the Company, (ii) distribute in kind to Amyris any assets primarily used in or related to the business of Amyris and payment its Affiliates, (iii) distribute in kind to Cosan US any assets primarily used in or related to the 44 business of Cosan US and its Affiliates, and (iv) distribute in kind to ARG any assets primarily used in or related to the business of ARG and its Affiliates. To the extent the principles set forth in the preceding sentence would result in a Member receiving more than the portion of distributions it would otherwise be entitled to receive pursuant to Section 11.04(a) upon dissolution of the expenses Company, such Member shall, at its election, pay an amount in cash to the other Members equal to such excess value received pursuant to the preceding sentence or direct the Company to sell assets otherwise distributable to such Member, for the benefit of liquidation; (b) Secondthe other Members, setting up for a price equal to such excess value received pursuant to the preceding sentence, with each other Member receiving the portion of such reserves as amount it would otherwise be entitled to receive pursuant to Section 11.04(a). The value of each such asset at dissolution shall be determined using the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations same methodology that was used to determine the value of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, assets to be held by such escrow agent for contributed to the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; andCompany. (c) ThirdAs soon as practicable, the Liquidating Trustee shall deliver a written notice to each Member setting forth the Members value assigned to each asset and the Member to which such asset will be distributed, in accordance connection with the provisions of Section 7.01subsections (a) and (b) above. Each Member shall have fifteen (15) days to dispute such valuation, and if no written notice of dispute is delivered to the Liquidating Trustee and the other Members, the notice of valuation shall become final. If such notice of dispute is delivered, the matter shall be submitted to an internationally recognized investment banking firm, accounting firm or valuation firm selected by the Liquidating Trustee from a list of three such firms provided by the disputing Member. The banking, accounting or valuation firm shall make a decision within sixty (60) days of referral, which decision shall be final and binding, and the fees and expenses of such firm shall be borne by the Company.

Liquidation. Upon the dissolution of the Company, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until the Certificate of Cancellation has been filed as required by the Act. Upon dissolution of the Company for any reasonCompany, the Company Members shall immediately commence designate a Person to windup its affairs. A reasonable period of time shall be allowed for act as the orderly termination of liquidating trustee (the Company business, discharge of its liabilities "Liquidating Trustee") and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets business and liabilities affairs of the Company shall be taken wound up and a statement subject to Section 12.3 hereof, the Company liquidated as rapidly as business circumstances permit, and the proceeds thereof shall be furnished distributed (to each Member within thirty (30the extent permitted by applicable law) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of and priority: (a) First, 12.3.1. To the payment of the debts and liabilities of the Company, Company (other than those to Members) in the order of priority provided by law (including any loans by law. 12.3.2. To the Members to the Company) and payment of the expenses of liquidation;liquidation of the Company in the order of priority provided by law, provided that the Company shall first pay, to the extent permitted by law, liabilities or debts owed to Members. (b) Second, 12.3.3. To the setting up of such reserves as the Manager or liquidating trustee Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company arising out of or any obligation or liability not then due and payable; providedin connection with the Company's business, however, provided that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to will be held by such escrow agent the Liquidating Trustee for the purpose purposes of disbursing such reserves in payment of such liabilities, and, any of the aforementioned contingencies and at the expiration of such escrow period as the Manager or liquidating trustee Liquidating Trustee shall deem advisable (but not in no case to exceed one calendar yeareighteen (18) months from the date of liquidation unless an extension of time is consented to by the Members), to distribute the balance thereafter remaining in the manner hereinafter provided; and. (c) Third12.3.4. The balance of the proceeds, if any, to be distributed on or before the Members later of (i) the end of the taxable year during which such liquidation occurs or (ii) ninety (90) days after the date of such liquidation, in accordance with and in the provisions of order set forth in Section 7.0110.2 hereof.

Liquidation. Upon the dissolution of the Company, unless an election to continue the Company for any reasonis made pursuant to Section 13.1, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities business and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities affairs of the Company shall be taken wound up, and a statement thereof shall be furnished to each the Managing Member within thirty (30or its designee) days after will serve as liquidator (the dissolution. Such accounting and statements shall be prepared under the direction “Liquidator”) of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority:Company. (a) FirstExcept as expressly provided in this Article XIII, payment the Liquidator will have and may exercise, without further authorization or consent of any of the debts and liabilities parties hereto, all of the Companypowers conferred upon the Managing Member and the Members under the terms of this Agreement, to the extent necessary or desirable in the order good faith judgment of priority the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as will be required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided by law for herein. (b) Except as otherwise provided in this Article XIII (including Section 13.4 below), the Liquidator will liquidate the assets of the Company and apply and distribute the net proceeds of such liquidation in the following manner and order: (i) first, net proceeds of the liquidation will be applied and distributed to creditors in satisfaction of indebtedness (other than any loans or advances that may have been made by any of the Members to the Company) and ), whether by payment or placing in escrow a reserve of cash or other assets of the Company for the payment of creditors, certain administrative expenses (including payment of the expenses of liquidation; (bthe terminating transactions such as brokerage commissions, legal fees, accounting fees and closing costs) Second, setting up of such reserves as the Manager or liquidating trustee may deem and contingent liabilities in an amount reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over determined by the Manager or liquidating trustee to an escrow agent, Liquidator to be held by appropriate for such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedpurposes; and (cii) Thirdsecond, net proceeds of the liquidation will be applied to the payment of outstanding loans that may have been made by any of the Members to the Company; and (iii) third, remaining net proceeds of the liquidation shall be distributed to Members in accordance with Section 9.1. provided, that no payment or distribution in any of the provisions foregoing categories shall be made until all payments in each prior category shall have been made in full; provided, further, that if the payments due to be made in any of Section 7.01the foregoing categories exceed the remaining proceeds available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them.

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting . (b) Liquidation of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction managed on behalf of the Member or, Company by a liquidating trustee selected by unanimous consent of the Members. Member. (c) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members Member to the Company) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Member may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Member into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Member shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Member. The distributions pursuant to this Section 8.2(d)(3) shall, to the Members extent possible, be made prior to the later of the end of the Fiscal Year in accordance with which the provisions dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 7.011.704-1(b)(2)(ii)(b).

Liquidation. (a) Upon the dissolution of the Company for any reasonCompany, the Company shall immediately commence be liquidated in accordance with this Section 6.2 and Sections 18-803 and 18-804 of the Act. The liquidation shall be conducted and supervised by the Manager and the Management Board or, if there is no Manager and Management Board, by a person who shall be designated for such purpose unanimously by the Members (the Manager and the Management Board, or such person so designated, being hereinafter referred to windup its affairsas the "Liquidating Trustee"). The Liquidating Trustee shall have all of the rights in connection with the liquidation and termination of the Company that the Manager and Management Board would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidating Trustee is hereby expressly authorized and empowered to effectuate the liquidation and termination of the Company and the transfer of any assets and liabilities of the Company. The Liquidating Trustee shall have the right from time to time, by revocable powers of attorney, to delegate to one or more persons any or all of such rights and powers and the authority and power to execute documents in connection therewith, and to fix the reasonable compensation of each such person, which compensation shall be charged as an expense of liquidation. The Liquidating Trustee is also expressly authorized to distribute the Company's property to the Members subject to Liens. (b) During the period of liquidation of the Company, all of the provisions of this Agreement shall continue in effect. The Capital Accounts of the Members prior to any distributions pursuant to this Section 6.2(b) shall be credited or charged and shall be computed in accordance with the provisions of this Agreement. Upon the dissolution of the Company, the proceeds from the liquidation of the Company's assets (after making provisions for claims and obligations as required under Section 704 of the Code) shall be applied as promptly as possible in the following order: (i) first, to the payment and discharge of the Company's debts and liabilities (including loans made to the Company by the Members), in the order of priority as provided by law (except those to Members of the Company on account of their contributions), and the establishment of any necessary reserves; (ii) second, in accordance with Section 3.4 hereof an amount equal to the liquidation proceeds. (c) Each Member shall be furnished with a statement prepared by the Liquidating Trustee which shall set forth the assets and liabilities of the Company as at the date of complete liquidation, and each Member's share thereof. Upon compliance with the distribution plan contemplated by Section 6.2(b) and Section 3.4 hereof, each Member shall cease to be a Member of the Company, and the Liquidating Trustee shall execute acknowledge and cause to be filed a certificate of cancellation of the Company. (d) A reasonable period of time shall be allowed for the orderly termination liquidation of the assets of the Company business, and the discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses normally attendant to the liquidation process. A full accounting of the assets and liabilities upon a liquidation. (e) At no time during continuation of the Company shall any value ever be taken and a statement thereof shall be furnished placed on the Company name, or the right to each Member within thirty (30) days after its use, or to the dissolution. Such accounting and statements shall be prepared under goodwill appertaining to the direction of the Member orcompany or its business, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by either as among the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment determining the value of such liabilitiesany Membership Interest, and, at nor shall the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01.legal represen-

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Company shall be managed on behalf of the Company by the "Liquidator," which shall be Insight or a liquidating trustee selected by Insight. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Company's assets (including equity interests in other Persons) or portions or clusters of assets of the Company. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall to be taken and a statement thereof shall to be furnished to each Member and each Principal within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Company. (d) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members any Member to the Company) and payment of the expenses of liquidation; (bii) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (ciii) finally, remaining proceeds shall be distributed to the Members or paid to the Manager as follows: (A) First, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(i) but were not made (including any increase to such amount pursuant to Section 4.1(b)(i)), plus (y) a pro rata portion of the Guaranteed Payment Amount, based on the ratio of the number of days between the immediately preceding Guaranteed Payment Date and the date on which the distribution is made pursuant to this Section 10.2(d)(iii)(A) to the number of days between the immediately preceding Guaranteed Payment Date and the next following Guaranteed Payment Date, computed on the basis of a 360-day year of twelve 30-day months; (B) Second, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the Preferred A Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(ii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(ii)), plus (z) the amount by which the Preferred A Preference Amount exceeds the amount described in clause (y) of Section 10.2(d)(iii)(A); (C) Third, if the Preferred B Interest is then outstanding, to the holder of the Preferred B Interest in an amount equal to the sum of (x) the Preferred B Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(iii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(iii)), plus (z) the Preferred B Preference Amount; (D) Fourth, to the Manager in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 6.5 but were not made (including any increase to such amount pursuant to Section 6.5), plus (y) the Management Return; (E) Thereafter, pro rata to the Members in accordance with proportion to their remaining positive Capital Account balances, after reducing the provisions Members' Capital Account balances to take into account distributions pursuant to the foregoing paragraphs of this Section 7.0110.2(d)(iii). The distributions pursuant to this Section 10.2(d)(iii) shall, to the extent possible, be made prior to the later of the end of the Fiscal Year in which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company Company’s business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting . (b) Liquidation of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction managed on behalf of the Member or, Company by a liquidating trustee selected by unanimous consent of the Members. Manager. (c) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (a1) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members any Member to the Company) and payment of the expenses of liquidation; (b2) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Members shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c3) Thirdfinally, to payment to the Members in accordance with their respective Capital Account balances. The distributions pursuant to this Section 8.2(c)(3) shall, to the provisions extent possible, be made prior to the later of the end of the Fiscal Year in which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 7.011.704-1(b)(2)(ii)(b).

Liquidation. (a) Upon dissolution of the Company for any reasonCompany, the Manager or a liquidating trustee or person selected by the Manager (the “Liquidating Trustee”), shall wind up the affairs of the Company shall immediately commence to windup its affairs. A and proceed within a reasonable period of time shall be allowed for to sell or otherwise liquidate the orderly termination assets of the Company businessand, discharge after paying or making due provision by the setting up of its reserves for all liabilities and distribution or liquidation to creditors of the remaining Company in accordance with applicable law, to distribute the assets so among the Members in accordance with the provisions for the making of distributions set forth in this Article Eight and Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding the foregoing, in the event that the Manager or the Liquidating Trustee, as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting case may be, shall, in its absolute discretion, determine that a sale or other disposition of part or all of the assets and liabilities of the Company would cause undue loss to the Members or otherwise be impractical, the Manager or the Liquidating Trustee may either defer liquidation of, and withhold from distribution for a reasonable time, the assets or distribute part or all of the assets to the Members in kind based on the fair market value of such assets. (b) No Member shall be taken and a statement thereof liable for the return of the Capital Contributions of other Members, except as expressly provided for herein. (c) Upon liquidation, all of the assets of the Company, or the proceeds therefrom, shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting distributed or used as follows and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) First, for the payment of the debts and liabilities Indebtedness of the Company, in the order of priority provided by law (Company including any expenses of liquidation and any outstanding Member loans by the Members to the Company(including, without limitation, Shortfall Loans) and payment of the expenses of liquidationaccrued and unpaid interest thereon; (bii) Second, to the setting up of such any reserves as which the Manager or liquidating trustee the Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payablein accordance with applicable law; and (iii) to the Members in accordance with Section 4.02 of this Agreement; provided, however, that if for any reason the amounts otherwise distributable to the Members pursuant to this Section 8.02(c)(iii) differ from the Capital Account balances of the Members immediately prior to the making of such reserve liquidating distributions (and after taking into account all Capital Account adjustments for the Company’s taxable year in which liquidation occurs), then allocations of items of income, gain, loss and deduction (for the current tax year and prior tax years) shall be paid over made to eliminate all such differences to the extent permitted by the Code and the applicable Regulations. (d) When the Manager or liquidating trustee to an escrow agentthe Liquidating Trustee, as the case may be, has complied with the foregoing liquidation plan, the Members shall execute, acknowledge and cause to be held filed an instrument evidencing the cancellation of the Company’s Certificate, if required by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with the provisions of Section 7.01.Act. DMNORTH #6535211 v11

Liquidation. (a) Upon dissolution of the Company for any reasonFund, the Company Managing Member or, if there is none, a Person selected by a majority in interest of the Nonmanaging Members shall immediately commence act as a liquidating trustee (the "Liquidating Trustee") to windup its affairs. A wind up the affairs of the Fund and proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Fund and, after paying or making appropriate provision by setting up reserves for all liabilities to the creditors of the Fund, to distribute such assets among the Members in accordance with this Agreement. If the Liquidating Trustee shall, in its absolute discretion, determine that a sale or other disposition of part or all of the Fund's investments would cause undue loss to the Members or otherwise be impractical, the Liquidating Trustee may either defer liquidation of, and withhold from distribution for a reasonable time, any investments or distribute part or all of such investments to the Members in kind as provided in Sections 9.2(b) and 4.2. The Liquidating Trustee shall have all of the rights, powers and duties of the Managing Member in connection with carrying out the purposes of this Section 9.2. (b) Upon the dissolution and winding up of the Fund, all allocations for the final period of the Fund shall be allowed for the orderly termination of the Company businessmade in accordance with Section 4.4. Thereafter, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting all of the assets and liabilities of the Company Fund, or the proceeds therefrom, shall be taken distributed or used as follows and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) First, for the payment of the debts and liabilities of the CompanyFund, in the order of priority provided by law (including including, without limitation, any loans by the Members amounts due to the Company) Managing Member, and payment of the expenses of liquidation; (bii) Second, for the setting up of such any reserves as which the Manager or liquidating trustee Liquidating Trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent Fund; (iii) for the purpose repayment of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager any loans from Members or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedtheir Affiliates; and (civ) Third, to the Members in accordance with the provisions of Section 7.015.2.

Liquidation. Upon dissolution of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member Manager or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager Members or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by 22 27 such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, to the Members in accordance with their respective positive Capital Accounts. The distributions pursuant to this paragraph (c) shall, to the provisions extent possible, be made by the end of the Fiscal Year in which the dissolution occurs, of if later, within ninety (90) days after the date of such dissolution, or such other time period which may be permitted under Regulations Section 7.011.704-1(b)(2)(ii)(b).

Liquidation. Upon dissolution of the Company for any reasonCompany, the Company Board shall immediately commence appoint in writing one or more liquidators (who may be the Board or a Member) who shall have full authority to windup its affairs. A reasonable period of time shall be allowed for wind up the orderly termination affairs of the Company business, discharge of its liabilities and to make a final distribution or liquidation as provided herein. The liquidator shall continue to operate the Company properties with all of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting power and authority of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the MembersBoard. The Company property and assets and/or steps to be accomplished by the proceeds from the liquidation thereof shall be applied in the following order of priorityliquidator are as follows: (a) FirstAs promptly as possible after dissolution and again after final liquidation, payment the liquidator shall cause a proper accounting to be made by an accountant of the Company's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate, including in such accounting the Profit or Loss resulting from the actual or deemed sale or distribution of the Company's properties. (b) The liquidator shall pay all of the debts and liabilities of the CompanyCompany or otherwise make adequate provision therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). The liquidator shall then, by payment of cash or property (at the election of the liquidator, and, in the order case of priority provided by law (including any loans by the Members to the Company) and payment property, valued as of the expenses date of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations termination of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over at its fair market value by an appraiser selected by the Manager or liquidating trustee liquidator), distribute to an escrow agent, to be held by the Members such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period amounts as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, are required to distribute all remaining amounts to the balance thereafter remaining Members in accordance with the manner hereinafter provided; andpriorities of Section 6.1. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 11.3. (c) ThirdAny real property distributed to the Members shall be conveyed by special warranty deed and shall be subject to the operating agreements and all Liens, contracts and commitments then in effect with respect to such property, which shall be assumed by the Members receiving such real property. (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations §1.704-1(b)(2)(ii) and (g). (e) The distribution of cash or property to the Members in accordance with the provisions of this Section 7.0111.3 shall satisfy each Member's rights with respect to the Member's respective Capital Contributions and interests in the profits of the Company, and shall constitute a complete distribution to the Members of their respective interests in the Company and all Company property. Notwithstanding any other provision of this Agreement, no Member shall have any obligation to contribute to the Company, pay to any other Member or pay to any other Person any deficit balance in such Member's Capital Account.

Liquidation. Upon dissolution (a) As soon as practicable following the effective date of dissolution, the proceeds from liquidation shall be applied and distributed as follows: (i) First, to the satisfaction (whether by payment or the reasonable provision for payment) of the obligations of the Company for any reason, the Company shall immediately commence to windup its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, creditors in the order of priority provided by law (including any loans established by the Members instruments creating or governing such obligations and to the Company) and payment extent otherwise permitted by law, including to establish of any reserves which the expenses of liquidation; (b) Second, setting up of such reserves as the Manager Managing Member or other liquidating trustee as may deem reasonably be selected considers necessary for any contingent anticipated contingent, conditional or unforeseen unmatured liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any to satisfy all applicable formalities in such reserve circumstances as may be prescribed by applicable law. All such reserves shall be paid over to a national bank selected by the Manager Managing Member (or other liquidating trustee if applicable) and authorized to conduct business as an escrow agent, escrowee to be held by such escrow agent bank as escrowee for the purpose of disbursing such reserves in payment in respect of such liabilities, and, at any of the aforementioned liabilities or obligations. At the expiration of such escrow period as the Manager Managing Member (or other liquidating trustee trustee, if applicable) shall deem advisable but advisable, any balance of any such reserves not required to exceed one calendar year, to distribute the balance thereafter remaining discharge such liabilities or obligations shall be distributed as provided in the manner hereinafter providedsubsection (ii) below; and (cii) ThirdSecond, to the Members in accordance with Article 6 hereof; provided, however, that for the provisions avoidance of doubt, any RPI Rights shall be distributed pro rata to each Electing Member (determined based on such Electing Member’s Invested Capital as a proportion of the aggregate Invested Capital of all Electing Members). (b) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and shall have no recourse therefor, upon dissolution or otherwise, against the Managing Member or a Non-Managing Member. Subject to Section 7.0111.3(c) hereof, no Member shall have any right to demand or receive property other than cash upon dissolution of the Company. (c) If upon the winding up and liquidation of the Company there shall be any assets of the Company to be distributed in kind, the Managing Member shall provide written notice to each Member of such distribution which notice shall set forth the date on which the Managing Member has determined to cause such distribution to be made and shall offer to each Member the right to elect not to receive such in kind distribution. If the Managing Member receives written notice from any Non-Managing Member within five (5) Business Days following receipt of the Managing Member’s notice of an in kind distribution of assets of the Company, that, in lieu of receiving such in kind distribution, such Non-Managing Member desires that the Managing Member dispose of such Non-Managing Member’s share of the assets of the Company to be distributed in kind and distribute the cash proceeds, net of all Disposition commissions and expenses, to such Non-Managing Member, the Managing Member shall use its commercially reasonable efforts to Dispose of such Non-Managing Member’s share of the assets of the Company to be distributed in kind; provided, however, that, for the purposes of this Agreement, such Non-Managing Member’s share of the assets of the Company to be distributed in kind shall be deemed to have been Disposed of for their Fair Market Value as of the date of the in-kind distribution of such assets of the Company to the Non-Managing Members who did not provide such notice. In the event the Managing Member is unable to dispose of such Non-Managing Member’s share of the assets of the Company within two (2) weeks, such Non-Managing Member may deliver a written notice to the Managing Member requesting that the Managing Member distribute such Non-Managing Member’s share of the assets of the Company in kind to such Non-Managing Member and the Managing Member shall promptly do so. If the Managing Member does not receive a written notice of the type referred to in the immediately preceding sentence from such Non-Managing Member, the Managing Member shall continue its efforts to sell such Non-Managing Member’s share of the assets of the Company to be distributed in kind for an additional period of one (1) week and if the Managing Member is not successful in selling such Non-Managing Member’s share of the assets of the Company to be distributed in kind during such period, at the end of such one-week period the Managing Member shall distribute such Non-Managing Member’s share of the assets of the Company in kind to such Member. The Company shall use commercially reasonable efforts to seek that any shares of GGP that are distributed in kind pursuant to this Section 11.3(c) be freely tradeable under applicable securities laws, it being acknowledged by each of the Members that, to the extent the Company is then a minority shareholder of GGP, the Company may be significantly limited in its ability to control the free tradeability of such shares.

Liquidation. Upon dissolution The Liquidator shall give all notices to creditors of the Company for and shall make all publications required by the Act. In the course of winding up and terminating the business and affairs of the Company, the assets of the Company (other than cash) shall be sold, its liabilities and obligations to creditors, including any reasonMembers who made loans to the Company as provided in Paragraph 3.7.2 hereof, and all expenses incurred in its liquidation shall be paid, and all resulting items of Company income, gain, loss or deduction shall be credited or charged to the Capital Accounts of the Members in accordance with Paragraph 3 hereof. All Company property shall be sold upon liquidation of the Company and no Company property shall be distributed in kind to the Members. Thereafter, all Company assets shall be distributed among all Members having positive Capital Account balances (as determined after giving effect to all adjustments attributable to allocations of items of profit and loss realized by the Company during the Fiscal Year in question (including items of profit and loss realized on the liquidation) and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution), pro rata in accordance with such positive Capital Account balances. This distribution shall be made no later than the end of the fiscal year during which the Company is liquidated (or, if later, 90 days after the date on which the Company is liquidated). Upon the completion of the liquidation of the Company and the distribution of all the Company funds, the Company shall immediately commence terminate and the Liquidator shall have the authority to windup its affairs. A reasonable period of time shall be allowed for execute and record all documents required to effectuate the orderly dissolution and termination of the Company business, discharge of its liabilities and distribution or liquidation Company. In the discretion of the remaining assets so as to enable Liquidator, a pro rata portion of the Company to minimize the normal losses attendant distributions that would otherwise be made to the liquidation process. A full accounting Members may instead be distributed to a trust established for the benefit of the assets and liabilities Members for the purposes of the liquidating Company shall be taken and a statement thereof shall be furnished property, collecting amounts owed to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Members. The Company property and assets and/or the proceeds from the liquidation thereof shall be applied in the following order of priority: (a) First, payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members to the Company) and payment of the expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for paying any contingent or unforeseen liabilities or obligations of the Company or any obligation of the Members arising out of or liability not then due and payable; provided, however, that in connection with the Company. The assets of any such reserve trust shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter provided; and (c) Third, distributed to the Members from time to time, in accordance with the provisions reasonable discretion of Section 7.01the Liquidator. in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Agreement.

Liquidation. (a) Upon dissolution of the Company for any reason, the Company shall immediately commence to windup wind up its affairs. A reasonable period of time shall be allowed for the orderly termination of the Company business, discharge of its liabilities liabilities, and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. (b) Liquidation of the assets of the Company shall be managed on behalf of the Company by the "Liquidator," which shall be (i) if Insight wrongfully caused the dissolution of the Company, a liquidating trustee selected by the Principals, and (ii) in all other events, Insight or a liquidating trustee selected by Insight. A The Liquidator shall be responsible for soliciting offers to purchase the entirety of the Company's assets (including equity interests in other Persons) or portions or clusters of assets of the Company. (c) The Liquidator shall cause a full accounting of the assets and liabilities of the Company shall to be taken and a statement thereof shall to be furnished to each Member and each Principal within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction distribution of all of the Member or, by a liquidating trustee selected by unanimous consent assets of the Members. Company. (d) The Company property and assets and/or of the Company and the proceeds from the liquidation thereof shall be applied in the following order of priority: (ai) Firstfirst, to payment of the debts and liabilities of the Company, in the order of priority provided by law (including any loans by the Members either Member to the Company) and payment of the expenses of liquidation; (bii) Secondsecond, to setting up of such reserves as the Manager or liquidating trustee Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager Liquidator into a Company account or a liquidating trustee to an escrow agenttrust account established for such purpose, to be held by in such escrow agent account for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow holdback period as the Manager or liquidating trustee Liquidator shall deem advisable but not to exceed one calendar yearadvisable, to distribute the balance thereafter remaining in the manner hereinafter provided; and (ciii) finally, remaining proceeds shall be distributed to the Members as follows: (A) First, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(i) but were not made (including any increase to such amount pursuant to Section 4.1(b)(i)), plus (y) a pro rata portion of the Guaranteed Payment Amount, based on the ratio of the number of days between the immediately preceding Guaranteed Payment Date and the date on which the distribution is made pursuant to this Section 10.2(d)(iii)(A) to the number of days between the immediately preceding Guaranteed Payment Date and the next following Guaranteed Payment Date, computed on the basis of a 360-day year of twelve 30-day months; (B) Second, if the Preferred A Interest is then outstanding, to the holder of the Preferred A Interest in an amount equal to the sum of (x) the Preferred A Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(ii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(ii)), plus (z) the amount by which the Preferred A Preference Amount exceeds the amount described in clause (y) of Section 10.2(d)(iii)(A); (C) Third, if the Preferred B Interest is then outstanding, to the holder of the Preferred B Interest in an amount equal to the sum of (x) the Preferred B Capital Amount, plus (y) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(iii) but were not made (including any increase to such amount pursuant to Section 4.1(b)(iii)), plus (z) the Preferred B Preference Amount; (D) Fourth, to the Manager in an amount equal to the sum of (x) the amount of any distributions that were required to be made pursuant to Section 4.1(a)(v) but were not made (including any increase to such amount pursuant to Section 4.1(b)(iv)), plus (y) the Management Return; (E) Thereafter, pro rata to the Members in accordance with proportion to their remaining positive Capital Account balances, after reducing the provisions Members' Capital Account balances to take into account distributions pursuant to the foregoing paragraphs of this Section 7.0110.2(d)(iii). The distributions pursuant to this Section 10.2(d)(iii) shall, to the extent possible, be made prior to the later of the end of the Fiscal Year in which the dissolution occurs or the ninetieth day after the date of dissolution, or such other time period which may be permitted under Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

Liquidation. (a) In the year of Liquidation of the Company, (i) Profit and Loss shall be credited or charged to the Capital Accounts of the Members (which Capital Accounts shall first be adjusted to take into account all non-liquidating distributions made during such final year) in accordance with Section 9.1 and (ii) if any Company assets are distributed in kind to the Members, then Profit and Loss shall be computed by treating such assets as having been sold for their fair market value immediately before such distribution. (b) Upon a dissolution of the Company for any reasonCompany, the Company Manager shall immediately commence take or cause to windup its affairs. A reasonable period of time shall be allowed for the orderly termination taken a full account of the Company business, discharge of its liabilities and distribution or liquidation of the remaining assets so as to enable the Company to minimize the normal losses attendant to the liquidation process. A full accounting of the Company’s assets and liabilities as of the Company date of such dissolution and shall be taken proceed with reasonable promptness to liquidate the Company’s assets and a statement thereof shall be furnished to each Member within thirty (30) days after the dissolution. Such accounting and statements shall be prepared under the direction of the Member or, by a liquidating trustee selected by unanimous consent of the Membersterminate its business. The Company property and assets and/or the cash proceeds from the liquidation thereof Liquidation, as and when available therefor, shall be applied and distributed in the following order of priorityorder: (ai) Firstto the payment (or the making of reasonable provision for payment) of all taxes, payment of the debts and other obligations and liabilities of the Company, in including the order of priority provided by law (including any loans by the Members to the Company) and payment of the necessary expenses of liquidation; (b) Second, setting up of such reserves as the Manager or liquidating trustee may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company or any obligation or liability not then due and payable; provided, however, that any such reserve shall be paid over by the Manager or liquidating trustee to an escrow agent, to be held by such escrow agent for the purpose of disbursing such reserves in payment of such liabilities, and, at the expiration of such escrow period as the Manager or liquidating trustee shall deem advisable but not to exceed one calendar year, to distribute the balance thereafter remaining in the manner hereinafter providedLiquidation; and (cii) Third, all remaining proceeds in Liquidation of the Company shall be distributable to the Members in accordance with Section 8.2. (c) Except as otherwise provided in this Agreement, no dissolution or termination of the provisions Company shall relieve, release or discharge any Member, or any of Section 7.01its successors or assigns, from any previous breach or default of, or any obligation theretofore incurred or accrued under any provision of this Agreement, and any and all such liabilities, claims, demands or causes of action arising from any such breaches, defaults and obligations shall survive such dissolution and termination. (d) If necessary, a special liquidator may be appointed by the Members holding a majority of the Percentage Interests in the Company. In connection with any such winding up, an independent certified public accountant retained by the Company, if requested by Members holding a majority of the Percentage Interests, shall audit the Company as of the date of termination, and such audited statement shall be furnished to all Members.