Common use of Winding Up and Termination Clause in Contracts

Winding Up and Termination. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidator”). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) all of the debts, liabilities and obligations of the Company; and (c) all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution (a) On the occurrence of a Dissolution Event of the Companytype described in Section 11.01, the Manager Board shall act as liquidating trustee or may appoint select one or more Persons to act as liquidating trustee (each such Person, a “liquidator”). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation winding up shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationwinding up, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day Day of the calendar month in which the dissolution occurs or the final liquidation winding up is completed, as applicable; (bii) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine) all of the debts, liabilities and obligations of the Company); and (ciii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company Property, including to Members; and (B) all Company Property (including cash) shall be distributed to the Members in accordance with Article IV their respective Sharing Ratios. (b) To the fullest extent permitted by law, the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 11.02 constitutes a complete return to the Members Member of their its Capital Contributions, Contributions and a complete distribution to the Members Member of their interest in the Company its Membership Interest and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning pursuant to Section 18-502(b) of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidator”). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) all determine)all of the debts, liabilities and obligations of the Company; and (c) all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidator”). The liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) all of the debts, liabilities and obligations of the Company; and (c) all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs is completed (or, if later, by ninety (90) days after the date of the completion of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidatorLiquidator”). The liquidators Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expensean expense of the Company. Until final distribution, the liquidators Liquidators shall continue to operate the properties of the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators Liquidators shall pay, satisfy or discharge from Company the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the CompanyCompany owed to creditors other than the Members; and third, all of the debt, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Article IV Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and constitutes shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution (a) On the occurrence of the Companya Dissolution Event, the Manager Board of Directors shall act as liquidating trustee or may appoint select one or more Persons to act as liquidating trustee (each such Person, a “liquidator”). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation winding up shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationwinding up, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of Amended and Restated Limited Liability Company Agreement (3) certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last calendar day of the calendar month in which the dissolution occurs or the final liquidation winding up is completed, as applicable; (bii) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, conditional and unmatured contingent liabilities in such amount and for such term as the liquidators liquidator may reasonably determine) all of the debts, liabilities and obligations of the Company); and (ciii) all remaining assets of the Company shall be distributed to the Members in accordance with Article IV by as follows: (A) the end of liquidator may sell any or all Company property, including to Members; and (B) Company property (including cash) shall be distributed to the Taxable Year during which the liquidation of the Company occurs Members. (or, if later, by ninety (90b) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.02 constitutes a complete return to the Members Member of their its Capital Contributions, Contributions and a complete distribution to the Members Member of their interest in the Company and its share of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Delaware Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.02. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. Subject to Section 14.05, on dissolution (a) On the occurrence of the Companya Dissolution Event, the Manager Board of Directors shall act as liquidating trustee or may appoint select one or more Persons to act as liquidating trustee (each such Person, a “liquidator”). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of liquidation winding up shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationwinding up, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last calendar day of the calendar month in which the dissolution occurs or the final liquidation winding up is completed, as applicable; (bii) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine); (iii) the liquidator may sell any or all of the debtsCompany property (except cash), liabilities and obligations of the Companyincluding to Members; and (civ) all remaining assets of the Company (including cash) shall be distributed to the Members in the same manner in which non- liquidating distributions are made in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs Section 5.1. (or, if later, by ninety (90b) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.2 constitutes a complete return to the Members Member of their its Capital Contributions, Contributions and a complete distribution to the Members Member of their interest in the Company its Membership Interest and its share of all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, it has no claim Claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by Applicable Law.

Winding Up and Termination. Subject to Section 14.05, on dissolution (a) On the occurrence of the Companya Dissolution Event, the Manager Board of Directors shall, or shall act as liquidating trustee or may appoint select one or more Persons to, act as liquidating trustee (each such Person, a “liquidator”). The liquidators liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of liquidation winding up shall be borne as a Company expense. Until final distribution, the liquidators liquidator shall continue to operate the Company properties with all of the power and authority of the ManagerBoard of Directors. The steps to be accomplished by the liquidators liquidator are as follows: (ai) as promptly as possible after dissolution and again after final liquidationwinding up, the liquidators liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last calendar day of the calendar month in which the dissolution occurs or the final liquidation winding up is completed, as applicable; (bii) the liquidators liquidator shall pay, satisfy or discharge from Company fundsfunds all of the debts, liabilities and obligations of the Company (including all expenses incurred in winding up) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash escrow fund for contingent, contingent conditional and or unmatured liabilities in such amount and for such term as the liquidators liquidator may reasonably determine); (iii) the liquidator may sell any or all of the debtsCompany property (except cash), liabilities and obligations of the Companyincluding to Members; and (civ) all remaining assets of the Company (including cash) shall be distributed to the Members in the same manner in which non-liquidating distributions are made in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs Section 5.1. (or, if later, by ninety (90b) days after the date of the liquidation). The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 14.02 and Section 14.03 below 9.2 constitutes a complete return to the Members Member of their its Capital Contributions, Contributions and a complete distribution to the Members Member in respect of their interest in the Company its Membership Interest and its share of all the Company’s property property. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2 and this Section 9.2 constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Delaware Act. To the extent that a Member returns funds to the Company, to the fullest extent permitted by law, it has no claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation of the Organizational Certificate with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end).

Winding Up and Termination. Subject to Section 14.05, on dissolution of the Company, the Manager shall act as liquidating trustee or may appoint one or more Persons as liquidating trustee (each such Person, a “liquidatorLiquidator”). The liquidators Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expensean expense of the Company. Until final distribution, the liquidators Liquidators shall continue to operate the properties of the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators Liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators Liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators Liquidators shall pay, satisfy or discharge from Company the Company’s funds, or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent, conditional and unmatured liabilities in such amount and for such term as the liquidators may reasonably determine) the following: first, all expenses incurred in connection with the liquidation; second, all of the debts, liabilities and obligations of the CompanyCompany owed to creditors other than the Members; and third, all of the debt, liabilities and obligations of the Company owed to the Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (c) following any payments pursuant to the foregoing Section 14.02(b), all remaining assets of the Company shall be distributed to the Members in accordance with Article IV Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). US-DOCS\114008886.14 The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes shall constitute a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all of the Company’s property and constitutes shall constitute a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.