Common use of Liquidator Clause in Contracts

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, the Manager shall General Partner may select one or more Persons to act as a liquidating trustee for the Partnership (such Person, or the General Partner, the “Liquidator”). In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (ii) the terms of any Unit Designation). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (iii) upon the terms of any Unit Designation). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote General Partner (or, in the case of the removal of the Liquidator by holders of not less than units, by holders of a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidationthe terms of any Unit Designation)). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIISection 9.3, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, : (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; ; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; ; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, if any, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, if any, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, if any, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner (or in the event of dissolution pursuant to Section 12.1(a), the holders of a Unit Majority) shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, if any, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, if any, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, if any, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors shall select one or more Persons (which may be the Board of Directors or a Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidation; (ii) the Voting Units. The Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidation; (iii) upon Voting Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidationVoting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIIX, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCOMPANY, the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall select one or more Persons persons, or entities, to act as Liquidator. LIQUIDATOR. a) In the case of a dissolution of the Company, (iCOMPANY: 1) the Liquidator LIQUIDATOR (if other than the ManagerMANAGING MEMBER or the BOARD OF DIRECTORS) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii; 2) the Liquidator LIQUIDATOR (if other than the ManagerMANAGING MEMBER or BOARD OF DIRECTORS) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii; 3) upon dissolution, death, incapacity, removal or resignation of the LiquidatorLIQUIDATOR, a successor and substitute Liquidator LIQUIDATOR (who shall have and succeed to all rights, powers and duties of the original LiquidatorLIQUIDATOR) shall within 30 days thereafter be separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator LIQUIDATOR in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator LIQUIDATOR approved in the manner herein provided. Except as expressly provided in Article VIII of this Article VIIIOPERATING AGREEMENT, the Liquidator LIQUIDATOR approved 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 Manager MANAGING MEMBER or BOARD OF DIRECTORS, and its their officers under the terms of this Agreement OPERATING AGREEMENT (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator LIQUIDATOR hereunder for and during the period of time required to complete the winding up and liquidation of the Company COMPANY as provided for herein. In the case of a termination of the CompanyCOMPANY, other than in connection with a dissolution of the CompanyCOMPANY, the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall act as LiquidatorLIQUIDATOR.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Units then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIVII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors shall act as, or select one or more Persons to act as as, Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Shares. The Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Shares. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationShares. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIARTICLE X, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Majority Interest. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Majority Interest. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationMajority Interest. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units, Class B Units (iii) upon if any), and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Class B Units (if any), and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership in accordance with the provisions of Article XII, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIX, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator, which may be the General Partner. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnits voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 fifteen (15) days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers powers, and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Unit Majority. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Unit Majority. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnit Majority. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership in accordance with the provisions of Article XII, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units and Special Voting Units, voting together as a single class (ii) the including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 fifteen (15) days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units and Special Voting Units, voting together as a single class (iii) upon including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Special Voting Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager General Partner and its officers the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager Managing Partner shall act, or select in its sole discretion one or more Persons to act act, as Liquidator. In If the case of Managing Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerManaging Partner acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by either the affirmative vote Board of Directors of the holders of not less than withdrawing Managing Partner (or similar governing body) or Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; Voting Units voting as a single class, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner may elect to act as Liquidator or shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, if any, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, if any, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, if any, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCompany or termination of any Series, the Manager shall select one or more Persons (which may be the Manager) to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationLiquidator; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ days prior notice to the Manager and may be removed at any time, with or without cause, by notice of removal separately approved time by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationManager; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved appointed by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationManager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIARTICLE XI, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Companya Series, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCompany in accordance with the provisions of Article XII, unless the business of the Company is continued pursuant to Section 12.2, the Manager Managing Member shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging Member) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging Member) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall act, or select in its sole discretion one or more Persons to act as Liquidator. In If the case of General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerGeneral Partner acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by either the affirmative vote Board of Directors of the holders of not less than withdrawing General Partner (or similar governing body) or Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; Voting Units voting as a single class, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (ii) the Voting Shares. The Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 fifteen (15) days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Shares. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Shares. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXI, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by the Limited Partner, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Limited Partner. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Limited Partner. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding winding-up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationCommon. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, the Manager shall General Partner may select one or more Persons to act as a liquidating trustee for the Partnership (such Person, or the General Partner, the "Liquidator"). In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (ii) the terms of any Unit Designation). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (iii) upon the terms of any Unit Designation). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote General Partner (or, in the case of the removal of the Liquidator by holders of not less than units, by holders of a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidationthe terms of any Unit Designation)). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIISection 9.3, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, the Manager shall General Partner may select one or more Persons to act as a liquidator trustee for the Partnership (such person, or the General Partner, the "Liquidator"). In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Class A Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (ii) the terms of any Unit Designation). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Class A Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (iii) upon the terms of any Unit Designation). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote General Partner (or, in the case of the removal of the Liquidator by holders of not less than units, by holders of a majority of the Common Shares then Outstanding entitled Units (subject to vote on such liquidationthe terms of any Unit Designation)). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIISection 9.4, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors shall select one or more Persons (which may be the Board of Directors or a Member) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidation; (ii) the Voting Units. The Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidation; (iii) upon Voting Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than Units representing a majority of the Common Shares then voting power of all Outstanding entitled to vote on such liquidationVoting Units. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIIX, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, including as set forth in the Consent Rights provisions) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Bits then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Bits then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares Bits then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(a)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 11.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the Limited Partners, shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Limited Partners. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote at least a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Limited Partners. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote at least a majority in interest of the holders of not less than a majority of Limited Partners, who shall also approve the Common Shares then Outstanding entitled compensation payable to vote on such liquidationLiquidator. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale or other disposition set forth in Section 7.3 (b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Series A Preferred Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units, Series A Preferred Units, Class B Units (iii) upon if any), and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Series A Preferred Units, Class B Units (if any), and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 14.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by holders of at least a majority of the Outstanding Units representing Limited Partner Interests, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units representing Limited Partner Interests. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units representing Limited Partner Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnits representing Limited Partner Interests. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any any-of the parties hereto, all of the powers conferred upon the Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powerspowers other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall act, or select in its sole discretion one or more Persons to act as Liquidator. In If the case of General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerGeneral Partner acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by either the affirmative vote of the holders of not less than withdrawing General Partner or Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; Voting Units voting as a single class, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Senior Subordinated Units, Senior Subordinated Series B Units, Senior Subordinated Series C Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Senior Subordinated Units, Senior Subordinated Series B Units, Senior Subordinated Series C Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Senior Subordinated Units, Senior Subordinated Series B Units, Senior Subordinated Series C Units and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator, which may be the General Partner. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Subordinated Units and Subordinated Class B Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Subordinated Units and Subordinated Class B Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Subordinated Units and Subordinated Class B Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Senior Subordinated Units and Junior Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Senior Subordinated Units and Junior Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Senior Subordinated Units and Junior Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, the Manager shall General Partner may select one or more Persons to act as a liquidator trustee for the Partnership (such person, or the General Partner, the “Liquidator”). In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Class A Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (ii) the terms of any Unit Designation). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Class A Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (iii) upon the terms of any Unit Designation). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote General Partner (or, in the case of the removal of the Liquidator by holders of not less than units, by holders of a majority of the Common Shares then Outstanding entitled Units (subject to vote on such liquidationthe terms of any Unit Designation)). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIISection 9.4, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties ditties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled Units, who shall also approve the compensation payable to vote on such liquidationLiquidator. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale or other disposition set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by holders of at least a majority of the Outstanding Units, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIV, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, unless the Manager business of the Company is continued pursuant to Section 12.2, the Board of Directors shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerTransocean Member) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerTransocean Member) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager Board of Directors and its officers the Transocean Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.11) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the issued and Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the issued and Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the issued and Outstanding Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner, or in the event the General Partner has been dissolved or removed, become bankrupt as set forth in Section 11.1 or withdrawn from the Partnership, a liquidator or liquidating committee approved by the holders of at least a majority of the Outstanding Common Units and Outstanding Subordinated Units voting as a single class, shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled Units, who shall also approve the compensation payable to vote on such liquidationLiquidator. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale or other disposition set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Subordinated Units and Class B Units, if any, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Subordinated Units and Class B Units, if any, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Subordinated Units and Class B Units, if any, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 14.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by holders of at least a majority of the Outstanding Units, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIV, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership in accordance with the provisions of Article XII, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units and Special Voting Units, voting together as a single class (ii) the including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non- Voting Common Units). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 fifteen (15) days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units and Special Voting Units, voting together as a single class (iii) upon including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non- Voting Common Units). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Special Voting Units, voting together as a single class (including Series A Preferred Units, as provided in Section 5.8(b)(iii)(A), but excluding all Non-Voting Common Units). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager General Partner and its officers the Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCompany in accordance with the provisions of this Article XII, the Manager Managing Member shall act, or select one or more Persons to act as Liquidator. In If the case of Managing Member is acting as Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerManaging Member acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; Managing Member, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice to the Members and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Managing Member. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationManaging Member. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.2) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, unless the Company is continued under an election to reconstitute and continue the Company pursuant to Section 12.2, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote Members owning a Majority of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Voting Interests. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote Members owning a Majority of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Voting Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote Members owning a Majority of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationVoting Interests. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 on the Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon on the exercise of such powers, other than the limitation on sale set forth in Section 7.3(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCOMPANY, the Manager MANAGING MEMBER or BOARD OF DIRECTORS or such other person as authorized under Section 605.0709 of the FLORIDA ACT shall select one or more Persons persons, or entities, to act as Liquidator. LIQUIDATOR. a) In the case of a dissolution of the Company, (iCOMPANY: 1) the Liquidator LIQUIDATOR (if other than the ManagerMANAGING MEMBER or the BOARD OF DIRECTORS) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares COMMON SHARES then Outstanding entitled to vote on such liquidation; (ii; 2) the Liquidator LIQUIDATOR (if other than the ManagerMANAGING MEMBER or BOARD OF DIRECTORS) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares COMMON SHARES then Outstanding entitled to vote on such liquidation; (iii; 3) upon dissolution, death, incapacity, removal or resignation of the LiquidatorLIQUIDATOR, a successor and substitute Liquidator LIQUIDATOR (who shall have and succeed to all rights, powers and duties of the original LiquidatorLIQUIDATOR) shall within 30 days thereafter be separately approved by the affirmative vote of the holders Shareholders of not less than a majority of the Common Shares COMMON SHARES then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator LIQUIDATOR in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator LIQUIDATOR approved in the manner herein provided. Except as expressly provided in Article VIII of this Article VIIIOPERATING AGREEMENT, the Liquidator LIQUIDATOR approved 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 Manager MANAGING MEMBER or BOARD OF DIRECTORS, and its their officers under the terms of this Agreement OPERATING AGREEMENT (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator LIQUIDATOR hereunder for and during the period of time required to complete the winding up and liquidation of the Company COMPANY as provided for herein. In the case of a termination of the CompanyCOMPANY, other than in connection with a dissolution of the CompanyCOMPANY, the Manager MANAGING MEMBER or BOARD OF DIRECTORS shall act as LiquidatorLIQUIDATOR.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, unless the Company is continued under an election to reconstitute and continue the Company pursuant to Section 12.2, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; Members (ii) other than the Manager). The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Members. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationMembers (other than the Manger). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall act, or select in its sole discretion one or more Persons to act act, as Liquidator. In If the case of General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerGeneral Partner acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by either the affirmative vote of the holders of not less than General Partner (or similar governing body) or Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; Voting Units voting as a single Class, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Units voting as a single Class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Units voting as a single Class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution (a) If the Partnership is dissolved, the Managing Partner, acting as "Liquidator" (or, in the event the Managing Partner has dissolved, become bankrupt or resigned, a liquidator or liquidating committee selected by ESI BH) shall commence to wind up the affairs of the CompanyPartnership and to liquidate and sell its properties. The Partners shall continue to share operating profits and losses during the period of liquidation. The Liquidator will proceed, as promptly as practicable without undue sacrifice, to liquidate and sell all remaining properties of the Partnership for the best price obtainable in the judgment of the Liquidator. If required by ESI BH, the Manager shall select one or more Persons to act as Liquidator. In Liquidator may be required (at the case of a dissolution expense of the Company, (iPartnership) the to give a bond to assure faithful performance of his or its duties hereunder. The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may shall be separately approved agreed upon by the affirmative vote Liquidator and the Partners, payable out of the holders of not less than a majority properties of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Partnership. The Liquidator (if other than the Manager) shall agree not to may resign at any time without 15 by giving thirty (30) days’ prior ' written notice and to ESI BH. The Liquidator may be removed at any time, with or without cause, time by written notice of removal separately approved signed by all the affirmative vote of Partners. Upon the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacitydissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all of the rights, powers powers, and duties of the original Liquidator) shall will, within 30 thirty (30) days thereafter thereafter, be separately approved appointed by the affirmative vote Partners, such appointment to be evidenced by a written appointment and acceptance as provided for above in the case of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationoriginal Liquidator. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof. Any successor or substitute Liquidator shall have all the powers and duties of the Liquidator as the same are set forth in this Article XV and every reference herein to Liquidator will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except . (b) If, within thirty (30) days following the dissolution of the Partnership, no person has agreed to serve as expressly provided in this Article VIIIthe Liquidator, the Liquidator approved in the manner provided herein any interested party shall have and may exercise, without further authorization or consent of any the right to make application to the Chief Judge of the parties hereto, all United States District Court for the Northern District of Nevada then situated for appointment of the powers conferred upon Liquidator, or substitute or successor Liquidator, as the Manager case may be, and its officers under said Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate such Liquidator or substitute or successor Liquidator, who shall have all the terms of this Agreement (but subject to all of the applicable limitationspowers, contractual duties, rights and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions authorities of the Liquidator hereunder for and during herein provided. (c) Nothing herein shall be deemed to preclude the period of time required to complete the winding up and liquidation Managing Partner or an Affiliate of the Company as provided for herein. In Managing Partner from purchasing the case of a termination properties of the Company, other than in connection with a dissolution of the Company, the Manager shall act as LiquidatorPartnership upon liquidation.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding PBF LOGISTICS LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP 79 Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Senior Subordinated Units, Senior Subordinated Series C Units, Senior Subordinated Series D Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Senior Subordinated Units, Senior Subordinated Series C Units, Senior Subordinated Series D Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Senior Subordinated Units, Senior Subordinated Series C Units, Senior Subordinated Series D Units and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board of Directors (or any duly authorized committee thereof) shall select one or more Persons (which may be the Board of Directors (or any committee thereof) or a Shareholder (or any Affiliate of a Shareholder)) to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard of Directors or any committee thereof) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Shareholder Approval. The Liquidator (if other than the ManagerBoard of Directors or any committee thereof) shall agree not be permitted to resign at any time without 15 daystime, but only after providing the Company with twenty (20) Business Days’ prior written notice thereof, and may be removed at any time, with or without cause, by notice the Board of removal separately approved by Directors. Upon the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved appointed by the affirmative vote Board of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationDirectors (or any duly authorized committee thereof). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Units and Outstanding entitled to vote on such liquidation; (ii) the Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Units and Outstanding entitled to vote on such liquidation; (iii) upon Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Units and Outstanding entitled Subordinated Units voting as a single class who shall also approve the compensation payable to vote on such liquidationLiquidator. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale or other disposition set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Company Board shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Members. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote Members holding a majority-in-interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Membership Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationMembers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Company Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Liquidator. Upon dissolution of the CompanyPartnership, unless ---------- the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or ------------ more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Limited Partners. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Limited Partners. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote at least a majority in interest of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationLimited Partners. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, ----------- the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good -------------- faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 14.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by holders of at least a majority of the Outstanding Units representing Limited Partner Interests, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units representing Limited Partner Interests. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units representing Limited Partner Interests. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then Outstanding entitled to vote on such liquidationUnits representing Limited Partner Interests. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIV, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any any-of the parties hereto, all of Table of Contents the powers conferred upon the Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powerspowers other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager Board shall act, or shall select one or more Persons (which may be the Manager or a Member) to act act, as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerBoard) (i) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote Board or a Majority Vote of the holders of not less than Class A Units and Class B Units, voting together as a majority of the Common Shares then Outstanding entitled to vote on such liquidation; single class, (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice written notice, and (iii) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote a Majority Vote of the holders of not less than Class A Units and Class B Units, voting together as a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote a Majority Vote of the holders of not less than Class A Units and Class B Units, voting together as a majority of the Common Shares then Outstanding entitled to vote on such liquidationsingle class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers Board under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCompany in accordance with the provisions of ‎Article XII, unless the business of the Company is continued pursuant to ‎Section 12.2, the Manager Managing Member shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging Member) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging Member) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII‎Article XII, the Liquidator approved 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 Manager and its officers Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in ‎Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyCompany or termination of any Series, the Manager Board of Directors shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares of each Series then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Companyan Series, other than in connection with a dissolution of the Company, the Manager Board of Directors shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, the Manager shall General Partner may select one or more Persons to act as Liquidator. In a liquidating trustee for the case of a dissolution of the CompanyPartnership, (i) such Person, or the General Partner, the “Liquidator”). The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (ii) the terms of any Unit Designation). The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidation; (iii) upon the terms of any Unit Designation). Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote General Partner (or, in the case of the removal of the Liquidator by holders of not less than units, by holders of a majority of the outstanding Class B Common Shares then Outstanding entitled Units (subject to vote on such liquidationthe terms of any Unit Designation)). The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIISection 9.3, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the ManagerBoard of Directors) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the ManagerBoard of Directors) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers Board of Directors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Board of Supervisors shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Board of Supervisors under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.10(a)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Series A Preferred Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; Units, Series A Preferred Units and Class B Units (iiiif any) upon voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Series A Preferred Units and Class B Units (if any) voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 fifteen (15) days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 thirty (30) days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution If the Partnership is dissolved for any reason, a liquidator (the "LIQUIDATOR") shall commence to wind up the affairs of the CompanyPartnership and to liquidate and sell its assets. The General Partner shall serve as the Liquidator unless the dissolution occurred as a result of an event of withdrawal of the General Partner, in which case the Manager person designated by the Limited Partners shall select one or more Persons to act serve as the Liquidator. In The Liquidator shall have full right and discretion to determine the case time, manner and terms of a dissolution sale or sales of Partnership property pursuant to such liquidation having due regard to the activity and condition of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice relevant market and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor general financial and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationeconomic conditions. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties heretohereto or their legal representatives or successors in interest, all of the powers conferred upon the Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time time, not to exceed two (2) years after the date of dissolution of the Partnership, as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up liquidation and liquidation dissolution of the Company Partnership as provided for herein. In , including, without limitation, the case of a termination following specific powers: (a) The power to continue to manage and operate any business of the CompanyPartnership during the period of such liquidation or dissolution proceedings, excluding, however, the power to make and enter into contracts which may extend beyond the period of liquidation. (b) The power to make sales and incident thereto to make deeds, bills of sale, assignments and transfers of assets and properties of the Partnership; provided, that the Liquidator may not impose personal liability upon any of the Partners under any such instrument. (c) The power to borrow funds as may, in the good faith judgment of the Liquidator, be reasonably required to pay debts and obligations of the Partnership or operating expenses, and to execute and/or grant deeds of trust, mortgages, security agreements, pledges and collateral assignments upon and encumbering any of the Partnership properties as security for repayment of such loans or as security for payment of any other indebtedness of the Partnership; provided, that the Liquidator shall not have the power to create any personal obligation on any of the Partners to repay such loans or indebtedness other than out of available proceeds of foreclosure or sale of the properties or assets as to which a lien or liens are granted as security for payment thereof. (d) The power to settle, release, compromise or adjust any claims asserted to be owing by or to the Partnership, and the right to file, prosecute or defend lawsuits and legal proceedings in connection with a dissolution of the Company, the Manager shall act as Liquidatorany such matters.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Senior Subordinated Units, Senior Subordinated Series B Units and Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Senior Subordinated Units, Senior Subordinated Series B Units and Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Senior Subordinated Units, Senior Subordinated Series B Units and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, unless the business of the Company is continued pursuant to Section 12.2, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units voting as a single class. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(a)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, : (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; ; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; , or upon the completion of the dissolution; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Class A Subordinated Units and Class B Subordinated Units voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Class A Subordinated Units and Class B Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Class A Subordinated Units and Class B Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager A Liquidator elected as herein provided shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its liquidation services as may be separately approved agreed by the affirmative vote of the holders of not less than Liquidator and Limited Partners holding a majority of the Common Shares then Outstanding Percentage Interests of the Limited Partners and entitled to vote on such liquidation; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice be voted, and may be removed at any time, with or without cause, time by written notice of removal separately approved signed by the affirmative vote of the holders of not less than Limited Partners holding a majority of the Common Shares then Outstanding Percentage Interests of the Limited Partners entitled to vote on such liquidation; (iii) upon dissolution, be voted. Upon the death, incapacityremoval, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers powers, and duties of the original Liquidator) shall will, within 30 thirty (30) days thereafter thereafter, be separately approved appointed by the affirmative vote of the holders of not less than a majority in interest of the Common Shares then Outstanding entitled to vote on such liquidationLimited Partners evidenced by written appointment and acceptance. The right to approve appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the “Liquidators” are authorized to continue under the provisions hereof, and every reference herein to the “Liquidator” will be deemed to refer also to any such successor or substitute Liquidator approved appointed in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties heretohereto or their legal representatives or successors in interest, all of the powers conferred upon the Manager and its officers General Partner under the terms of this Agreement (but subject to all the extent necessary or desirable in the good faith judgment of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up liquidation and liquidation dissolution of the Company Partnership as provided for herein. In , including, without limiting the case of a termination generality of the Companyforegoing, the following specific powers: (i) the power to continue to manage and operate any business of the Partnership during the period of such liquidation or dissolution proceedings; (ii) the power to make sales and, incident thereto, to make deeds, bills of sale, assignments and transfers of assets; provided, that the Liquidator may not impose personal liability upon any of the Partners under any warranty of title contained in any such instrument; (iii) the power to borrow funds as may, in the good faith judgment of the Liquidator, be reasonable to pay debts and obligations of the Partnership or operating expenses, and to grant deeds of trust, mortgages, security agreements, pledges, and collateral assignments upon and encumbering any of the assets as security for repayment of such loans or as security for payment of any other indebtedness of the Partnership; provided, that the Liquidator shall not have the power to create any personal obligation on any of the Partners to repay such loans or indebtedness other than out of available proceeds of foreclosure or sales of the property or assets as to which a lien or liens are granted as security for payment thereof; (iv) the power to settle, compromise or adjust any claims asserted to be owing by or to the Partnership; and the right to file, prosecute or defend lawsuits and legal proceedings in connection with a dissolution any such matters; (v) the power to make deeds, bills of sale, assignments and transfers to the respective Partners and their successors in interest incident to final distribution of the Companyremaining assets (if any) as provided for herein; provided, the Manager Liquidator may not impose personal liability upon any of the Partners or their successors in interest under any warranty of title contained in any such instrument. If within thirty (30) days following the date of dissolution or other time period provided in Section 12.1 a Liquidator or successor Liquidator has not been appointed in the manner provided therein, any interested party shall act have the right to make application to the Senior Judge of the United States District court of the District in which the City of San Antonio, Texas is then situated for appointment of such Liquidator or successor Liquidator, and the said Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate such Liquidator, or successor Liquidator who shall have all the powers, duties, rights and authorities of the Liquidator herein provided.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall act, or select in its sole discretion one or more Persons to act act, as Liquidator. In If the case of General Partner is acting as the Liquidator, it shall not be entitled to receive any additional compensation for acting in such capacity. If a dissolution of the Company, (i) the Liquidator (if Person other than the ManagerGeneral Partner acts as Liquidator, such Liquidator (1) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than withdrawing General Partner (or similar governing body) or Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; Voting Units voting as a single class, (ii) the Liquidator (if other than the Manager2) shall agree not to resign at any time without 15 days’ prior notice and (3) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than Unitholders holding at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidation; (iii) upon Voting Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Common Shares then voting power of the Outstanding entitled to vote on such liquidationVoting Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the Company, the Manager shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the Liquidator (if other than the Manager) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationBoard of Managers; (ii) the Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationBoard of Managers; (iii) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationBoard of Managers. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIII, the Liquidator approved 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 Manager and its officers under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 13.2, the Manager General Partner, or in the event the dissolution is the result of an Event of Withdrawal, a liquidator or liquidating committee approved by the Limited Partner, shall select one or more Persons to act as be the Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Limited Partner. The Liquidator (if other than the Manager) shall agree not to resign at any time without 15 days’ prior notice and (if other than the General Partner) may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Limited Partner. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote on such liquidationLimited Partner. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXIII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 6.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding winding-up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.

Liquidator. Upon dissolution of the CompanyPartnership, unless the business of the Partnership is continued pursuant to Section 12.2, the Manager General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerGeneral Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units and Subordinated Units, voting as a single class. The Liquidator (if other than the ManagerGeneral Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units and Subordinated Units, voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.4) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.FORESIGHT ENERGY LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Liquidator. Upon dissolution of the CompanyPartnership, unless the Partnership is continued under an election to reconstitute and continue the Partnership pursuant to Section 12.2, the Manager Managing General Partner shall select one or more Persons to act as Liquidator. In the case of a dissolution of the Company, (i) the The Liquidator (if other than the ManagerManaging General Partner) shall be entitled to receive such compensation for its services as may be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (ii) the Units, Senior Subordinated Units and Junior Subordinated Units voting as a single class. The Liquidator (if other than the ManagerManaging General Partner) shall agree not to resign at any time without 15 days’ ' prior notice and may be removed at any time, with or without cause, by notice of removal separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidation; (iii) upon Units, Senior Subordinated Units and Junior Subordinated Units voting as a single class. Upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be separately approved by the affirmative vote of the holders of not less than at least a majority of the Outstanding Common Shares then Outstanding entitled to vote on such liquidationUnits, Senior Subordinated Units and Junior Subordinated Units voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article VIIIXII, the Liquidator approved 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 Manager and its officers Managing General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3(b)) to the extent necessary or appropriate desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company Partnership as provided for herein. In the case of a termination of the Company, other than in connection with a dissolution of the Company, the Manager shall act as Liquidator.