Common use of Winding Up and Liquidation Clause in Contracts

Winding Up and Liquidation. (a) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability to creditors such as to enable the Members to minimize losses during the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assets. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. (a) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability to creditors such as to enable the Members to minimize losses during the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assets. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. If the Company is dissolved, it shall be wound up and liquidated in accordance with the requirements of law and the following provisions: (a1) The authority to wind up the Company’s affairs and to supervise its liquidation shall be exercised by the Managers or by a Person designated by the Managers, the Managers or such Person being hereafter referred to as the “Liquidator”. (2) The Liquidator shall cause the Company’s independent accountants to make a full and proper accounting of the assets, liabilities and operations of the Company, as of and through the date on which all of the assets of the Company shall have been distributed in accordance with the provisions of this Section. (3) Upon demand by the Liquidator, each Member shall pay to the Company all amounts owed by it to the Company together with any contributions required by law or this Agreement to be made by such Member for the payment of liabilities. (4) As expeditiously as possible (allowing reasonable time to maximize values in light of prevailing market conditions, but in no event later than one year after the occurrence of an event of dissolution), the Liquidator shall cause all Company properties and assets to be sold and shall distribute the proceeds thereof in the following order of priority: First, all liabilities and obligations of the Company, other than liabilities or obligations to the Members, shall be paid or the Liquidator shall make reasonable provision therefor (whether by establishment of reserves or otherwise as the Liquidator shall in good faith determine; Second, all liabilities and obligations of the Company to the Members shall be paid or the Liquidator shall make reasonable provision therefor as aforesaid, but if the proceeds available are insufficient to satisfy all such liabilities and obligations, then each such liability and obligation shall be paid down, first, by that amount (if any) which will cause the obligations to be in proportion to the Members’ respective Membership Interests, and then in the proportion thereof, including all accrued and unpaid interest thereon; Third, after allocations in accordance with Section 4.3 of this Agreement (but without duplication), any balance shall be distributed to the Members in proportion to the Members’ respective positive Capital Account balances. The Liquidator shall have power to establish reserves or otherwise provide for the payment of liabilities and obligations of the Company, as aforesaid, in such amounts and by such means as the Liquidator in good faith shall deem appropriate. The saleable assets of the Company may be sold in connection with any liquidation at public or private sale and at much price and upon such terms as the Liquidator in its sole discretion may deem advisable. Any Member and any Person in which any Member is in any way interested may purchase assets at such sale. Distribution of Company assets hereunder shall be made in cash unless otherwise agreed to by all Members. (5) The provisions of this Agreement shall remain fully operative during the period of winding up and, without limitation, all items of Company income, loss, gain, deduction or credit shall continue to be allocated in a Dissolution Eventmanner herein specified, but the operations of the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing limited to those reasonably incidental to the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations affairs of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability to creditors such as to enable the Members to minimize losses during the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assets. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. (a) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up dissolution of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to payPartnership, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs it shall be wound up and the Company’s property shall be liquidated as promptly quickly as is consistent with obtaining circumstances will allow. The assets of the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, Partnership shall be applied and distributed in the following orderorder and priority: (a) To pay or provide for all amounts owing by the Partnership to creditors other than Partners in the order of priority as provided by law, and for expenses of winding up. (b) To pay or provide for all amounts owing by the Partnership to Partners other than for capital and profits. (c) To make distributions to the Partners in respect of capital and for profits, as follows: (i) First, The Partners' Capital Accounts shall be adjusted as if the assets of the Partnership were sold for fair market value and the gain or loss therefrom allocated to the extent permitted by law, Partners according to the creditors Appendix. Fair market value shall be determined by unanimous agreement among the Partners, or failing unanimous agreement, determined as follows: the General Partner and the Common Limited Partners (acting as one Common Limited Partner) shall each name an appraiser of independent standing. The two appraisers shall establish the fair market value of the Companyassets by mutual agreement but, including Members that are creditorsif they do not reach such agreement within 30 days after the appointment of the later of them, they shall name a third appraiser and, in payment and satisfaction of all such event, the debts, liabilities and obligations average of the Company (other than liabilities for distributions to Members);two closest appraisals shall be the final determination of the fair market value of the assets. (ii) Second, except as otherwise provided Thereafter distributions shall be made to the Partners in this Agreement, to Members respect of capital and former Members for profits in satisfaction of liabilities for distributions to such Persons; andthe following order and priority: (iiiA) The balance, if any, Distributions shall be made to the Members Preferred Limited Partners in an amount equal to the aggregate Undistributed Preferred Returns of all Preferred Limited Partners; provided, however, that no distribution shall be made pursuant to this Section 6.2 that creates or increases a Capital Account deficit for any Partner who is not a General Partner (B) Distributions shall be made to the Preferred Limited Partners in an amount equal to the aggregate Unreturned Preferred Limited Partner Balances of all Preferred Limited Partners. Each distribution made pursuant to this Section 6.2(c)(ii)(B) shall be distributed to the Preferred Limited Partners in proportion to their respective Percentage InterestsUnreturned Preferred Limited Partner Balances. (bC) For purposes Each Partner shall be paid an amount equal to the amount of each Partner's Capital Account. Distributions may be made in cash or in kind. (D) Any remaining assets shall be distributed to the Common Partners in cash or in kind pro rata according to their respective Common Partner Interests. Upon the completion of the liquidation of Company assets, the discharge of its liabilities Partnership and the distribution of the remaining funds and/or assets among the Members as above describedall Partnership funds, the liquidating trustee General Partner or whoever is instead appointed by the Common Limited Partners shall have be authorized to execute and record all documents required to effectuate the authority on behalf dissolution and termination of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability to creditors such as to enable the Members to minimize losses during the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assetsPartnership. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. (a) 12.7.1 Upon dissolution of the occurrence of a Dissolution EventCompany, the Company Management Committee or a liquidator or liquidating committee selected by the Management Committee (the "Liquidator") shall continue solely be responsible for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the affairs of the Company and the distribution of its assets. In connection with a winding up of the affairs of the Company’s business , the Liquidator shall cause an accounting to be made of the assets and affairsliabilities of the Company. One If any liability is contingent or more liquidating trustees uncertain in amount, a reserve will be established in such amount as the Liquidator deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, will be distributed as provided in this Section 12.7. 12.7.2 The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Management Committee. The Liquidator shall agree not to resign at any time without fifteen (15) days' prior written notice and may be removed at any time, with or without cause, by notice of removal signed by the Management Committee. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who may shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be the Manager or another Member) selected by the Manager Management Committee. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be responsible recurring and continuing for overseeing so long as the functions and services of the Liquidator 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 appointed in the manner herein provided. Except as expressly provided in this Section 12, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the Members, all of the powers conferred upon the Liquidator 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 desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision as provided for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interestsherein. (b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee 12.7.3 The Liquidator shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer liquidate the assets of the Company on and apply and distribute the proceeds of such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, liquidation in the sole discretion order of priority set forth in Section 12.8, unless otherwise required by mandatory provisions of applicable law. 12.7.4 The Liquidator shall be authorized to sell any, all or substantially all of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market valueCompany for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. . 12.7.5 A reasonable time, including, without limitation, any time required to collect deferred payment obligations, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability liabilities to creditors such so as to enable the Members Liquidator to reasonably minimize any losses during attendant upon the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assetsliquidation. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. (a) Upon the occurrence dissolution of a Dissolution Eventthe Partnership, the Company Partnership shall continue solely for the purposes of winding immediately commence to wind up its affairs in an orderly manner, liquidating assetsaffairs, and satisfying the claims Partners or the Liquidator, as the case may be, shall proceed with reasonable promptness to liquidate the Partnership Assets. Except as provided below, during the period of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation affairs of the Company and shall cause Partnership, the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities rights and obligations of the CompanyPartners set forth in ARTICLE 5 with respect to the management and operation of the Partnership and its business shall continue. Notwithstanding anything contained in this Agreement to the contrary, actual if any event described in SECTION 10.1(c) shall be continuing with respect to a Partner of one Party at the time the Partnership is dissolved, a Partner of the other Party (provided no such event is then continuing with respect to it), shall be entitled to act as the liquidating Partner hereunder or contingentto appoint a liquidating trustee (in either event, such Partner or trustee being referred to herein as the "LIQUIDATOR") and (i) such Liquidator shall be fully empowered to act on behalf of the Partnership and to wind up the Partnership's affairs and liquidate the Partnership Properties, and (ii) the Liquidator shall be empowered to make, perform and implement all Major Decisions hereunder without obtaining the consent, approval or waiver of any Partner or Person. The Liquidator shall be entitled to receive reasonable compensation for its services, and shall be fully indemnified, defended and held harmless by the Partnership from and against all claims, costs and expenses (including reasonable attorneys' fees and costs) arising in the course of it performing its duties hereunder, except for any such claims, costs or expenses resulting from the gross negligence or wilful misconduct of the Liquidator. From and after the dissolution of the Partnership, the Partnership Assets shall be liquidated and reduced to cash or cash equivalents as soon as practicable and the resulting Net Cash Flow, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient thereforeother Net Cash Flow, shall be applied and distributed in the following rank and order: (ia) First, to To the extent permitted by law, to the payment of creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company Partnership (other than liabilities for distributions to Members)in respect of Default Loans) in the order of priority as provided by law; (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes To the establishment and maintenance of the liquidation a reserve of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange cash or otherwise transfer the other assets of the Company on such terms and conditions as he, she or it determines appropriate, subject Partnership to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion pay contingent liabilities of the liquidating trustee, so that distributions Partnership (other than any Default Loans) in kind to such amounts as may be reasonably and in good faith determined by the Members are appropriate or necessary, Partners or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the CompanyLiquidator, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability to creditors such as to enable the Members to minimize losses during the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assets.; (c) Notwithstanding To repay the provisions principal amount of, and to pay any interest owing with respect to, any Default Loan; and (d) To the Partners in accordance with their respective Percentage Interests. If, immediately prior to the liquidation of Section 11.2(athe Partnership in accordance with the preceding provisions, there shall continue to be outstanding any principal or accrued interest on any Default Loan (a "DEFAULT LOAN DEFICIENCY"), the liquidating trustee Noncontributing Party with respect to such Default Loan shall have contribute to the rightPartnership the amount of such Default Loan Deficiency, which amount shall immediately thereafter be distributed to the Contributing Party in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations satisfaction of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2Default Loan.

Winding Up and Liquidation. (a) 5.03.1 Upon the occurrence commencement of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs Agreement, its business shall be wound up and the Company’s property shall be liquidated as promptly rapidly as is consistent with obtaining the fair value thereofbusiness circumstances will permit, and the proceeds therefrom, to the extent sufficient therefore, shall be applied liquidation and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations winding up of the Company (other than liabilities for distributions to Members); (ii) Secondshall be handled by the Manager, except as otherwise provided in this Agreement, to Members who shall be the “liquidating trustee” hereunder. The winding up and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes liquidation shall consist of the liquidation of Company assetssale, the discharge of its liabilities transfer, conveyance, use, application and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf and properties of the Company as provided in Section 5.03.4, and at its conclusion the Company will terminate. 5.03.2 The liquidating trustee, whether original or successor, individual or corporate, shall not be liable for any action taken or omitted in its capacity as liquidating trustee hereunder except for its own gross negligence or willful misconduct. 5.03.3 Any corporate liquidating trustee other than a Member shall be entitled to sellreasonable compensation commensurate with the duties and responsibilities involved, convey, exchange or otherwise transfer but no individual trustee shall receive compensation for his services unless expressly approved by the Members selecting such trustee. 5.03.4 The liquidating trustee may sell all of the assets of the Company on such terms and conditions as heat the best price available, she or it determines appropriatemay distribute the assets in kind; provided, subject to the terms of this Agreement. In the event however, that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to by appraisal or other reasonable means, shall ascertain the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any all assets of the Company assets remaining unsold, and each Member’s Capital Account shall be deemed gains debited or Losses of the Companycredited, as the case may be, as if such property had been sold at such fair market value and subject the income, gain, loss, deduction and credit realized thereby had been allocated to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to and among the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributionsaccordance with Section 4.01.10 hereof. A reasonable time shall be allowed for the orderly liquidation All of the assets of the Company and Company, including, without limitation, the discharge proceeds of liability to creditors such as to enable the Members to minimize losses during the liquidation periodsales, and the liquidating trustee is authorized to continue the business if any, of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all ’s property or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 thereof, and all other cash and property, if any, then on hand in the Capital Contributions by a Member Company shall be applied and distributed, with reference to the capital fair market value thereof, in the following order of priority: (a) All debts and liabilities of the Company to those other than Members shall be paid or provided for. (b) The expenses of terminating the Company, settling its affairs and disposing of or distributing the Property and any other Company assets shall then be paid. (c) All indebtedness of the Company to the Members. (d) Any remaining assets of the Company shall be made solely from or out distributed to the Members in accordance with the positive Capital Account balances of Company assets. (c) Notwithstanding the Members; and then, any remainder shall be distributed to the Members, pro rata, in accordance with the applicable provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.24.02.

Winding Up and Liquidation. (a) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business and affairs. One or more liquidating trustees (who may be the Manager or another Member) selected by the Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision for payment out of Company funds for all debts, liabilities and obligations termination of the Company, actual or contingentits assets shall be sold and liquidated, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s its affairs shall be wound up and as soon as practicable thereafter by the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members Managers; provided that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interests. (b) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company on such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, in the sole discretion of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market value, as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability liabilities to creditors such so as to enable minimize the losses normally attendant to a liquidation. In winding up the Company and liquidating the assets thereof, the Managers, or other Person so designated for such purpose, may arrange for the collection and disbursement to the Members of any future receipts from the Company’s assets or other sums to minimize losses during which the Company may be entitled, or may sell the Company’s interest in the Company’s assets to any person, including Affiliates of the Members , on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the termination of the Company and after the Capital Accounts of the Members have been adjusted to reflect the allocations described in Article V and Exhibit B with respect to all Company transactions and operations occurring prior to final liquidating Distributions, the assets, if any, of the Company available for distribution and any net proceeds from the liquidation periodof any such assets, shall be applied and distributed in the liquidating trustee is authorized following manner or order, to continue the business extent available: (i) First, to the discharge of debts and obligations of the Company, in its discretion including Guarantor Loans and Optional Loans from Members; (ii) Second, to fund reserves for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member contingent liabilities; (iii) Third, to the capital Members in accordance with their positive Capital Accounts; and (iv) Fourth, to the Members in accordance with their Percentage Interests. (c) Upon the termination and commencement of the winding-up of the Company, the Managers or the remaining Members shall cause a certificate of termination to be executed on behalf of the Company and filed with the Secretary of State of the State of Texas, and the Managers and, at the request of the Managers or their designee, each Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the termination of the Company. The termination of the Company shall be made solely from or out of Company assets. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount effective as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, day in which reserves, after the passage of a reasonable period of time, shall be distributed pursuant event occurs giving rise to the provisions termination, but the Company shall not terminate until there has been a winding-up the Company’s business and affairs, and the assets of the Company have been distributed as provided in this Section 11.27.2.

Winding Up and Liquidation. (a) Upon dissolution of the occurrence of a Dissolution EventCompany, the Company Manager or a liquidator or liquidating committee selected by the Manager (the “Liquidator”) shall continue solely be responsible for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the affairs of the Company and the distribution of its assets. In connection with a winding up of the affairs of the Company’s business , the Liquidator shall cause an accounting to be made of the assets and affairsliabilities of the Company. One If any liability is contingent or more liquidating trustees uncertain in amount, a reserve will be established in such amount as the Liquidator deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, will be distributed as provided in this Section. (b) The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Manager. The Liquidator shall agree not to resign at any time without fifteen (15) days’ prior written notice and may be removed at any time, with or without cause, by notice of removal signed by the Manager. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who may shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be the Manager or another Member) selected by the Manager Manager. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be responsible recurring and continuing for overseeing so long as the functions and services of the Liquidator 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 appointed in the manner herein provided. Except as expressly provided in this Article, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the Members, all of the powers conferred upon the Liquidator 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 desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision as provided for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interestsherein. (bc) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee The Liquidator shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer liquidate the assets of the Company on and apply and distribute the proceeds of such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, liquidation in the sole discretion order of priority set forth in Section 10.4, unless otherwise required by mandatory provisions of applicable law. (d) The Liquidator shall be authorized to sell any, all or substantially all of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market valueCompany for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. . (e) A reasonable time, including, without limitation, any time required to collect deferred payment obligations, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liability liabilities to creditors such so as to enable the Members Liquidator to reasonably minimize any losses during attendant upon the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assetsliquidation. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.

Winding Up and Liquidation. (a) Upon dissolution of the occurrence of a Dissolution EventPartnership, the Company General Partner or a liquidator or liquidating committee selected by the General Partner (the "Liquidator") shall continue solely be responsible for the purposes of winding up its affairs in an orderly manner, liquidating assets, and satisfying the claims of its creditors and Members. Neither the Company nor any Member shall take any action that is inconsistent with, or not necessary or appropriate for, the winding up of the Company’s business affairs of the Partnership and affairsthe distribution of its assets. One In connection with a winding up of the affairs of the Partnership, the Liquidator shall cause an accounting to be made of the assets and liabilities of the Partnership. If any liability is contingent or more liquidating trustees uncertain in amount, a reserve will be established in such amount as the Liquidator deems reasonably necessary. Upon satisfaction or other discharge of such contingency, the amount of the reserve not required, if any, will be distributed as provided in this Section 8.4. (b) The Liquidator shall be entitled to receive such compensation for its services as may be approved by the General Partner. The Liquidator shall agree not to resign at any time without fifteen (15) days' prior written notice and may be removed at any time, with or without cause, by notice of removal signed by the General Partner. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who may shall have and succeed to all rights, powers and duties of the original Liquidator) shall within thirty (30) days thereafter be the Manager or another Member) selected by the Manager General Partner. The right to appoint a successor or substitute Liquidator in the manner provided herein shall be responsible recurring and continuing for overseeing so long as the functions and services of the Liquidator 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 appointed in the manner herein provided. Except as expressly provided in this Section 8, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the Partners, all of the powers conferred upon the Liquidator 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 desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company and shall cause the Company to pay, satisfy, discharge or make provision Partnership as provided for payment out of Company funds for all debts, liabilities and obligations of the Company, actual or contingent, and all expenses of liquidation. A liquidating trustee appointed by the Manager may (in the sole discretion of the Manager and subject to applicable laws) receive compensation for any services performed pursuant to this Article 11. The Company’s affairs shall be wound up and the Company’s property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) First, to the extent permitted by law, to the creditors of the Company, including Members that are creditors, in payment and satisfaction of all the debts, liabilities and obligations of the Company (other than liabilities for distributions to Members); (ii) Second, except as otherwise provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions to such Persons; and (iii) The balance, if any, to the Members in proportion to their respective Percentage Interestsherein. (bc) For purposes of the liquidation of Company assets, the discharge of its liabilities and the distribution of the remaining funds and/or assets among the Members as above described, the liquidating trustee The Liquidator shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer liquidate the assets of the Company on Partnership and apply and distribute the proceeds of such terms and conditions as he, she or it determines appropriate, subject to the terms of this Agreement. In the event that any Company property is not or cannot or should not be sold, liquidation in the sole discretion order of priority set forth in Section 8.5, unless otherwise required by mandatory provisions of applicable law. (d) The Liquidator shall be authorized to sell any, all or substantially all of the liquidating trustee, so that distributions in kind to the Members are appropriate or necessary, or the Members desire to purchase any Company assets, the liquidating trustee shall cause such Company assets to be appraised by a qualified appraiser. The Members shall have the right and authority to purchase any Company assets at their appraised value, provided such appraisal was made by a Person who was not an Affiliate of the Members. Any excess of fair market valuePartnership for deferred payment obligations, and to hold, collect and otherwise administer any such obligations or any other deferred payment obligations held or acquired as evidenced by such appraisal, over book value of any Company assets and any excess of book value over such fair market value of any Company assets shall be deemed gains or Losses of the Company, as the case may be, and subject to the provisions of Article 4. The liquidating trustee is authorized to distribute assets in kind to the Members even if the percentage of the asset so distributed to any Member is greater or less than the percentage in which the Member shares in distributions. Partnership. (e) A reasonable time, including, without limitation, any time required to collect deferred payment obligations, shall be allowed for the orderly liquidation of the assets of the Company Partnership and the discharge of liability liabilities to creditors such so as to enable the Members Liquidator to reasonably minimize any losses during attendant upon the liquidation period, and the liquidating trustee is authorized to continue the business of the Company, in its discretion for such time as is necessary to maximize its value as a going concern for eventual sale. Any return of all or any portion of 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 the Capital Contributions by a Member to the capital of the Company shall be made solely from or out of Company assetsliquidation. (c) Notwithstanding the provisions of Section 11.2(a), the liquidating trustee shall have the right, in his, her or its reasonable discretion, to retain such amount as he, she or it deems necessary as a reserve for any contingent liability or obligations of the Company, which reserves, after the passage of a reasonable period of time, shall be distributed pursuant to the provisions of this Section 11.2.