Common use of Winding Up, Liquidation and Distribution of Assets Clause in Contracts

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. of the Partnership or a Series Upon Dissolution of the Partnership or Termination of Such Series. (a) Upon dissolution of the CompanyPartnership or termination of a Series, no further business shall be conducted except for the taking Managing General Partner of the Partnership generally or of such action Series, as applicable, shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed commence to wind up the affairs of the Company. The Liquidators Partnership (and all Series) or such Series, as applicable; provided, however, that a reasonable time shall have full authority to wind up be allowed for the affairs orderly liquidation of the Company assets of any applicable Series and the discharge of liabilities of the Partnership (and all Series) or such Series, as applicable, to make distributions its creditors so as provided herein. (c) to enable the Partners to minimize the normal losses attendant upon a liquidation. Upon dissolution of the CompanyPartnership or termination of a Series after taking into account Regulatory Allocations, all allocations of Profit, Losses and items thereof with respect to a Series shall be made in a manner so that, to the greatest extent possible, the Liquidators Series Capital Accounts of each Partner in such Series shall either sell equal the amount that would be distributed to such Partner if liquidating distributions were made in accordance with the Partners’ Percentage Interests in such Series. The Partners of each Series being liquidated, as applicable, shall be furnished with a statement prepared by a certified public accountant selected by the Managing General Partner of the Partnership generally, in its sole discretion, at the expense of such Series, if applicable, that shall set forth the assets and liabilities of the Company at the best price available, Partnership (and all Series) or the Liquidators may distribute to the Members all or any portion such Series (as applicable) as of the Company’s assets in kinddate of termination. If any assets are to The proceeds of liquidation shall be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderorder and priority: (i) Firstto creditors of each applicable Series, including Partners who are creditors, to the creditors extent otherwise permitted by law, in satisfaction (whether by payment or the making of reasonable provision for payment thereof) of all Liabilities of such Series, including, without limitation, the expenses incurred in connection with the liquidation of the CompanyPartnership (and all Series) or such Series; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations Partners of the Company; (iii) Finally, each Series being liquidated in accordance with the positive balance (if any) in each Member’s such Partners’ Series Capital Account (as determined after taking into account all Capital Account adjustments balances for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account Series (after giving effect to all contributions, distributions, allocations and other Series Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs) in compliance with Treasury Regulation § 1.704-1(b)(2)(ii)(b)(2); and (iii) if any Limited Partner has a deficit balance in its Series Capital Account for such Series (after giving effect to all contributions, distributions and allocations for all fiscal years, including the fiscal year during which such liquidation occurs), such Member Limited Partner shall have no obligation to make any Capital Contributioncontribution to the capital of the Partnership or of such Series with respect to such deficit, and the negative balance of such Member’s Capital Account deficit shall not be considered a debt owed by such Member to the Company Partnership, such Series or to any other Person for any purpose whatsoever. (b) Notwithstanding any other provisions of this Section 11.3, in the event the Partnership is “liquidated” within the meaning of Treasury Regulation § 1.704-1(b)(2)(ii)(g), but such liquidation does not constitute a dissolution of the Partnership, the assets of the Partnership (and each Series) shall not be liquidated, the liabilities of the Partnership (and each Series) shall not be paid or discharged and the affairs of the Partnership (and each Series) shall not be wound up. Instead, solely for U.S. federal income tax purposes, the Partnership (and each Series) shall be deemed to have distributed all of the assets of the Partnership (and each Series) in kind to a new partnership in exchange for an interest in such new partnership and, immediately thereafter, the Partnership shall be deemed to liquidate by distributing interests in the new partnership to the Partners. (c) The Managing General Partners and Partners shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Partnership or any Series and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon the dissolution of the CompanyCompany because of an occurrence of any of the events described in Section 10.1, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Article X. Upon dissolution the occurrence of an event requiring winding up of the Company, an accounting the Board shall be made by act as the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionLiquidating Trustee. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein, subject to the same restrictions under Section 7.3 as if the Liquidating Trustee were the Board. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are sold or otherwise liquidated for value, the Liquidating Trustee shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets shall be determined in accordance with Section 7.10, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveVI. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the Company;Company (including, to the fullest extent permitted by law, any Member who has made a loan to the Company that remains outstanding) in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof (including by setting up reserves for contingent, conditional or unmatured liabilities)), other than liabilities to Members on account of their Capital Contributions or on account of a Member’s withdrawal from the Company or pursuant to a withdrawal of capital; and (ii) Nextthereafter, to setting up the reserves that Members in accordance with, and to the Liquidators may deem reasonably necessary extent of, the positive balances of their Capital Accounts (after all adjustments to such Capital Accounts have been made for contingent such taxable year, including to reflect any Net Income or unforeseen liabilities or obligations Net Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) chief executive officer shall immediately proceed to wind up the affairs of the Company. The Liquidators . (b) Unless the business of the Company is to continue pursuant to Section 11.1, the chief executive officer shall have full authority proceed to liquidate the Company’s assets (except to the extent the chief executive officer may determine to distribute any assets to the Members in kind), discharge the Company’s obligations, and wind up the Company’s business and affairs as promptly as is consistent with obtaining the fair value thereof. The proceeds of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion liquidation of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or creditedto the extent sufficient therefor, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderas follows: (i) First, to the creditors payment and discharge of all of the Company’s debts and liabilities to third parties except those owing to Members or to the establishment of any reasonable reserves for contingent or unliquidated debts and liabilities; (ii) NextSecond, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen payment of any debts and liabilities or obligations of the Company;owing to Members; and (iii) FinallyThird, to the Members, either in cash or in kind, as determined by the chief executive officer, in accordance with the positive balance (if any) in of each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs), with any balance in excess thereof being . Any assets distributed in proportion kind shall be both valued by the chief executive officer for this purpose at their net fair market value and deemed to have been sold as of the Members’ respective Ownership Percentagesdate of dissolution. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with within the time requirements set forth in of Section 1.704l.704-1(b)(2)(ii)(b)(2l (b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g) of the Regulations, if any Member has a negative deficit Capital Account balance (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributioncontribution to the capital of the Company, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The chief executive officer shall comply with any requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operationsoperations shall be made by the Company’s independent accountants, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) selected by the Members shall proceed immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators Liquidators: (i) shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Liquidators may determine to distribute any assets to the Members in kind); (ii) shall allocate any profit or loss resulting from such sales to the Members and Economic Interest Holders in accordance with Article X hereof; (iii) shall discharge all liabilities of the Company, including liabilities to Members and Economic Interest Holders who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Holders for distributions, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and (iv) shall distribute the remaining assets to the Owners in accordance with their respective Ownership Percentages. If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their net fair market value, and each Member’s the Capital Account Accounts of the Owners shall be charged or credited, as adjusted pursuant to the case may be, as if provisions of this Operating Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member Owner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Owner shall have no obligation to make any Capital Contribution, and the negative balance of such MemberOwner’s Capital Account shall not be considered a debt owed by such Member Owner to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Members shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Members shall immediately proceed to wind up the affairs of the Company, no further business shall be conducted except for Company in accordance with the taking requirements of such action as shall be necessary for the Act and other applicable law. In furtherance of the winding up of the affairs Company, the Members shall: (i) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to themselves in kind); (ii) discharge or make reasonable provision for all liabilities of the Company, including liabilities to Members who are also creditors, other than liabilities to Members for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company and (for purposes of determining the distribution capital accounts of its the Members, the amount of such reserves shall be deemed to be an expense of the Company). (iii) distribute the remaining assets of the Company in the following order of priority: (1) To each Member, with respect to the Members pursuant cumulative amount of all accrued but unpaid pre-dissolution distributions for which the Company is liable to the provisions Member, the amount of this Section 14.04such liability. (2) To each Member, with respect to his, her or its unreturned capital contribution, an amount equal to the positive balance (if any) in his or her capital account (as determined after taking into account all capital account adjustments for the Company's taxable year during which the liquidation occurs) or, if the assets available to be distributed hereunder are insufficient to cover the aggregate of all Members' positive balances, a proportionate amount based upon the relative positive balances of the Members; and (3) To each Member, with respect to his, her or its Membership Interest, a proportionate share of the remaining assets equal to his or her Membership Interest. (b) Upon dissolution of the Company, The Members shall cause an accounting shall to be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assets, and each Member’s Capital Account the Members. Such assets shall be charged or credited, as the case may be, as if such asset had deemed to have been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveproportion to their Membership Interest as of the date of dissolution for their fair market value, and the capital accounts of the Members shall be adjusted to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account capital account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributioncapital contributions, and the a negative balance of such Member’s Capital Account 's capital account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), Managers or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The . (b) If the Company is dissolved and its affairs are to be wound up, the Liquidators shall have full authority to wind up the affairs shall: i. Sell or otherwise liquidate all of the Company’s assets as promptly as practicable; ii. Allocate any profit or loss resulting from such sales to the Members and Economic Interest Owners in accordance with Article 10 hereof as if the Company had distributed all distributable Capital Proceeds in accordance with Article 9 hereof; iii. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to make distributions the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as provided hereinmay be reasonably necessary to provide for contingent liabilities of the Company; and iv. Distribute the remaining proceeds to the Members in accordance with Section 9.01. (c) Upon dissolution In the final Fiscal Year of the Company, before making the Liquidators final distributions provided for in Section 14.03(b)(iv), Profits and Losses shall either sell the assets be credited or charged to Capital Accounts of the Company at Members (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the best price available, or Fiscal Year) in the Liquidators may distribute manner provided in Article 10. The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the Members all or any portion liquidation distributions of the Company’s assets pursuant to Section 14.03(b)(iv) being equal to the amount distributable to such Member pursuant to Section 14.03(b)(iv). The Managers are authorized to make appropriate adjustments in kind. If any the allocation of Profits and Losses and, if necessary, items of gross income and gross deductions of the Company, for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) as necessary to be distributed in kind, cause the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) amount of such assets, and each Member’s Capital Account immediately prior to the distribution of the Company’s assets pursuant to Section 14.03(b)(iv) to equal the amount distributable to such Member pursuant to Section 14.03(b)(iv). Notwithstanding the foregoing, nothing in this Section 14.03(c) shall be charged or credited, as affect the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated amounts distributable to and among the Members in accordance with Article IX aboveunder Section 14.03(b)(iv). (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) The Liquidators shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators shall either sell the assets of If the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets is dissolved and its affairs are to be distributed in kindwound up, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderManager shall: (i) First, to the creditors Sell or otherwise liquidate all of the Company's assets as promptly as practicable; (ii) Next, Allocate any Net Profit or Net Loss resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the CompanyMember's Capital Accounts in accordance with Article IV hereof; (iii) FinallyDischarge all liabilities of the Company, including liabilities to Members who are creditors of the Company to the extent permitted by law, excluding liabilities for distributions to Members under Section 4.5; and (iv) Distribute the remaining assets to Members in accordance with with, and to the extent of, the positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance and thereafter to the Members in excess thereof being distributed accordance with, and in proportion to the Members’ respective to, each Member's Ownership PercentagesPercentage. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with within the time requirements set forth specified in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) The Manager shall determine the fair market value of each non- cash asset distributed to one or more Members to determine the Net Profit or Net Loss that would have resulted if such asset were sold for such value. Such Net Profit or Net Loss shall then be allocated pursuant to Article IV, and the Members' Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). (d) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital ContributionContribution to restore such deficit balance, and the negative deficit balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon the completion of the winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. (f) The Manager shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. The Manager shall be under no liability with respect to the Assets held by the Company upon the termination of the Company except to hold and maintain the same in the name of the Company until disposed of in accordance with the terms of this Agreement.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), officers or if none, the Person or Persons selected by Majority Interest other designee of the Members (the “Liquidators”) Board of Directors shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the officers or other designee of the Company, the Liquidators shall either sell the assets Board of the Company at the best price available, Directors shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Board of Directors may determine to distribute any assets to the Members in kind. ), (ii) Allocate any profit or loss resulting from such sales to the Members’ and Economic Interest Owners’ Capital Accounts in accordance with Article X hereof, (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company), (iv) Distribute the remaining assets in the following order: (A) If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) means established by the Board of such assetsDirectors. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with provisions of Article IX aboveand Section 9.03 of this Agreement to reflect such deemed sale. (dB) All The assets of the Company shall be applied and distributed to the Members, either in cash or in kind, as determined by the Liquidators in the following order: (i) First, to the creditors Board of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs)Directors, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to Section 13.03(b)(i). Distributions shall be done pro rata on the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) basis of the Treasury RegulationsCommon Units held by each Member or Economic Interest Owner. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Members, the Board of Directors and the officers of the Company shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants Chief Financial Officer of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) President shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up Notwithstanding the affairs foregoing, if the majority of the Company and to make distributions as provided herein. (c) Upon dissolution Board of Directors determines that an immediate sale of part or all of the Company, the Liquidators shall either sell the investments or assets of the Company at the best price available, or the Liquidators may distribute would cause undue loss to the Members all or Initial Shareholders, the majority of the Board of Directors, in order to avoid such loss, may, to the extent not then prohibited by the governing law applicable in the circumstances, defer liquidation of and withhold from distribution for a reasonable time any portion assets of the Company except those necessary to satisfy the immediately due debts and obligations of the Company’s assets in kind. . (b) If any assets the Company is dissolved and its affairs are to be distributed wound up, the President, with the consent to the majority of the Board of Directors, shall (1) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the President, with the consent to the majority of the Board of Directors, may determine to distribute any assets to the Initial Shareholders in kind), (2) allocate any profit or loss resulting from such sales to the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Initial Shareholders' Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above. II hereof, (d3) All assets discharge all liabilities of the Company (other than liabilities to Initial Shareholders), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (4) establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Initial Shareholders, the amounts of such reserves shall be applied deemed to be an expense of the Company), (5) discharge any liabilities of the Company to the Initial Shareholders other than on account of their interests in Company capital or profits, and distributed by (6) distribute the Liquidators remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Initial Shareholders. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Value, and the Capital Accounts of the Initial Shareholders shall be adjusted pursuant to the creditors provisions of the Company; (ii) Next, Article II of this Agreement to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any reflect such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationsdeemed sale. (ec) Notwithstanding anything Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (d) The President shall comply with any applicable requirements of applicable law pertaining to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) winding up of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including affairs of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Company and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Manager shall: (1) Sell or otherwise liquidate all of the Company, the Liquidators shall either sell the 's assets of the Company at the best price available, or the Liquidators may distribute as promptly as practicable (except to the Members all or any portion of extent that the Company’s assets Manager may determine to Distribute in kind. If kind any assets are to be distributed in kind, the Liquidators shall ascertain Members); (2) Allocate any Profit or Loss resulting from such sales to the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Members' Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.hereof; (d3) All Discharge all liabilities of the Company, including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions and the return of capital, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); and (4) Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, Members on a pro rata basis in accordance with the positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s 's Fiscal Year during which the liquidation occurs), either in cash or in kind, as determined by the Manager, with any balance assets Distributed in excess thereof kind being distributed in proportion valued for this purpose at their respective fair market values and Distributed to the Members’ respective Ownership PercentagesMembers in shares according to the ratios of their Capital Accounts. Any such distributions Distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article IX and Section 8.3 of this Agreement to reflect such deemed sale. Any assets distributed to the Members in kind shall be owned by the Members as tenants in common in proportion to their positive Capital Account balances described in Section 11.3(b)(4) of the Treasury Regulationsthis Agreement. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and Distribution of the assets, the Company shall be deemed terminated. (e) The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final Distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Liquidator shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Liquidator shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Members' and assignees' in accordance with Section 8.1 hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members and assignees who are also creditors, to the Liquidators extent otherwise permitted by law, other than liabilities to Members and assignees for distributions and the return of capital, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and assignees, the amounts of such Reserves shall either sell be deemed to be an expense of the Company); and (iv) Distribute the remaining assets in the following order: (1) If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (by appraisal or other reasonable means) of such assetsassets as of the date of dissolution shall be determined by Appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and assignees shall be charged or credited, as adjusted pursuant to the case may be, as if provisions of Article VIII and Section 7.4 of this Operating Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d2) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s 's and assignees Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their fair market value. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Liquidator shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets assets' to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionArticle XII. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Management Committee shall immediately proceed to wind up the affairs of the Companyappoint a Liquidating Trustee. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s 's assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are to be distributed in kind, the Liquidators Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets (based upon a single appraisal, and each in the case of a disagreement, at the expense of the Company). Each Member’s 's Capital Account shall be charged or credited, as the case may be, for the net gain or net loss on the sale of the assets or in the case of an in-kind distribution, any net gain or net loss deemed recognized on such deemed sale, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been allocated shall be allocated' to and among the Members in accordance with Article IX aboveVII. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the CompanyCompany (including any Member who has made a Member Loan (including, without limitation, a Capital Contribution Loan) that remains outstanding); (ii) Nextsecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finallythird, to the Members in an amount equal to the positive balances of their Capital Accounts in the proportion of such positive balances (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company); and (iv) thereafter, to the Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ their respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), Manager or if none, the Person or Persons selected by Majority Interest of the Members by Majority Vote (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Liquidators may determine to distribute any assets to the Members in kind. If any assets ); (ii) Discharge all liabilities of the Company, including liabilities to Members and Financial Rights Holders who are creditors, to be distributed in kindthe extent otherwise permitted by law, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assetsthan liabilities to Members and Financial Rights Holders for distributions, and each Member’s Capital Account shall establish such Reserves as may be charged reasonably necessary to provide for contingent or creditedknown liabilities of the Company; and (iii) Thereafter, as distribute the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated remaining assets to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied rights and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements priorities set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations9.02. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Liquidators shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of The Stockholders who have not wrongfully dissolved the Company may wind up the Company’s affairs, no further business shall be conducted except for but the taking Court of such action as shall be necessary for Chancery, upon cause shown, may wind up the winding up Company’s affairs upon application of the affairs of the Company any Stockholder or his legal representative, and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04in connection therewith, may appoint a liquidating trustee. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Directors shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets Board of the Company at the best price available, Directors shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, promptly as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Companypracticable; (ii) Next, Allocate any Profits or Losses resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the CompanyStockholder’s Capital Accounts in accordance with Article VIII hereof; (iii) FinallyDischarge all liabilities of the Company, including liabilities to Stockholders who are creditors of the Company to the extent permitted by law, excluding liabilities for distributions to Stockholders under Article VIII hereof; and (iv) Distribute the remaining assets to Stockholders in accordance with the positive balance (if any) in of each MemberStockholder’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ed) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member Stockholder has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Stockholder shall have no obligation to make any Capital Contribution, and the negative deficit balance of such Member’s Capital Account shall not be considered a debt owed by such Member Stockholder to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. (f) The Board of Directors shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) a. Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), Manager or if none, the Person or Persons selected by Majority Interest of the Members (the “"Liquidators”") shall immediately proceed to wind up the affairs of the Company. The . b. If the Company is dissolved and its affairs are to be wound up, the Liquidators shall have full authority to wind up the affairs shall: i. Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Liquidators may determine to distribute any assets to the Members in kind); ii. Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' in accordance with Article 10 hereof as if the Company and to make distributions as provided herein.had distributed all distributable Capital Proceeds in accordance with Article 9 hereof; (c) Upon dissolution iii. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators shall either sell extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company; iv. Distribute the remaining assets in the following order: a. If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Owners shall be charged or credited, as adjusted pursuant to the case may be, provisions of Article 10 hereof as if such asset all distributable Capital Proceeds had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members distributed in accordance with Article IX aboveSection 9.01 to reflect such deemed sale. (d) b. All remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, Members in accordance with the positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) c. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. d. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. e. The Liquidators shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) 13.3.1 Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Management Committee shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority . 13.3.2 Subject to wind up the affairs Article XIX of this Company Agreement, and if the Company is dissolved and its affairs are to make distributions as provided herein.be wound up, the Management Committee shall: (ca) Upon dissolution Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Management Committee may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ); (b) Allocate any assets are Net Profits or Net Losses resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members' and each Member’s Assignee's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.hereof; (c) Discharge all liabilities of the Company, including liabilities to Members and Assignees who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Assignees for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Assignees, the amounts of such reserves shall be deemed to be an expense of the Company); and (d) All assets of Distribute the Company shall be applied and distributed by the Liquidators in the following orderassets as follows: (i) First, to the creditors of the Company; (ii) Next, all Members and Assignees in an amount equal to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the their respective positive balance (if any) in each Member’s Capital Account (as determined after balances taking into account all Capital Account adjustments for the Company’s Fiscal Year during 's taxable year in which the liquidation occurs); provided, with any balance in excess thereof being distributed in proportion that to the Members’ respective Ownership Percentages. Any extent the positive Capital Account balance of the holders of the AGM Interest exceeds the positive Capital Account balance of the holders of the SR Interest , such distributions in respect excess shall be paid to Capital Accounts shallthe holder of the AGM Interest first, prior to any distribution to the holder of SR Interest; and (ii) Then, to the extent practicable, be made Members in accordance with the time requirements percentages then in effect as set forth in Section 1.704-1(b)(2)(ii)(b)(2) 9.3.1(b)(iv); provided, however, that if the dissolution of the Treasury RegulationsCompany occurs pursuant to Section 13.1.1(d), then the Members shall endeavor to terminate and dissolve the Company and distribute its assets, so that upon such distribution the holder of the SR Interest will receive a sum in cash equal to its Initial Capital Contribution and the holder of the AGM Interest will receive, in kind, all remaining assets of the Company. (e) 13.3.3 Notwithstanding anything to the contrary in this Operating Company Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. 13.3.4 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. 13.3.5 The Management Committee shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution the occurrence of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companya Dissolution Event, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Manager shall sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Manager may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion in kind) and distribute the proceeds of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) liquidation of such assetsassets and any other remaining, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All unliquidated assets of the Company shall be applied and distributed by the Liquidators in the following orderorder of priority: (i) Firstto creditors, excluding Members who are creditors, to the creditors extent permitted by law, in satisfaction of the Company's liabilities (whether by payment or the making of reasonable provision for payment thereof); (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations Members who are creditors of the Company;Company in satisfaction of Company liabilities, including, without limitation, the repayment of principal of and interest on loans made by Members to the Company (whether by payment or the making of reasonable provision for payment thereof); and (iii) Finally, to Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after balances taking into account all Capital Account adjustments for the Company’s Fiscal Year during 's fiscal year in which the liquidation occurs). Liquidation proceeds shall be paid within sixty (60) days of the end of the Company's fiscal year or, with if later, within ninety (90) days after the date of dissolution; provided, that, any balance in excess thereof being distributed in proportion to distributions of the positive balances of Members’ respective Ownership Percentages. Any such distributions in respect to ' Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article VI of this Agreement to reflect such deemed sale. (d) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous immediately preceding accounting until the date of dissolution. The Manager(s), Day-to-Day Manager or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Board shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of If the Company is dissolved and its affairs are to make distributions as provided herein.be wound up, the Day-to-Day Manager shall: (ca) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable; (b) allocate any profit or loss resulting from such sales to the Member’s Capital Accounts; (c) discharge all liabilities of the Company, including liabilities to the Manager or Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of Members, the amounts of such reserves shall be deemed to be an expense of the Company); (d) distribute the remaining assets as follows: (i) to the Members in kind. If accordance with Section 5.2 hereof; and (ii) if any assets of the Company are to be distributed in kind, such assets shall be distributed as determined by the Liquidators Manager. Such assets shall ascertain be deemed to have been sold as of the date of dissolution for their fair market value (by appraisal or other reasonable means) of such assetsvalue, and each Member’s the Capital Account Accounts of the Members shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, adjusted pursuant to the creditors provisions of the Company; (ii) Next, this Agreement to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any reflect such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationsdeemed sale. (e) Notwithstanding anything upon completion of the winding-up, liquidation and distribution of the assets, the Company shall be deemed terminated; and (f) the Manager shall comply with any applicable requirements of Applicable Law pertaining to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704winding-1(b)(2)(ii)(g) up of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including affairs of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Company and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators shall either sell the assets of If the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets is dissolved and its affairs are to be distributed in kindwound up, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderManager shall: (i) First, to the creditors Sell or otherwise liquidate all of the Company's assets as promptly as practicable; (ii) Next, Allocate any Net Profit or Net Loss resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the CompanyMember's Capital Accounts in accordance with Article IV hereof; (iii) FinallyDischarge all liabilities of the Company, including liabilities to Members who are creditors of the Company to the extent permitted by law, excluding liabilities for distributions to Members under Section 4.5; and (iv) Distribute the remaining assets to Members in accordance with with, and to the extent of, the positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance and thereafter to the Members in excess thereof being distributed accordance with, and in proportion to the Members’ respective to, each Member's Ownership PercentagesPercentage. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with within the time requirements set forth specified in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) The Manager shall determine the fair market value of each non-cash asset distributed to one or more Members to determine the Net Profit or Net Loss that would have resulted if such asset were sold for such value. Such Net Profit or Net Loss shall then be allocated pursuant to Article IV, and the Members' Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Member receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Member assumes or takes subject to). (d) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital ContributionContribution to restore such deficit balance, and the negative deficit balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon the completion of the winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. (f) The Manager shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. The Manager shall be under no liability with respect to the Assets held by the Company upon the termination of the Company except to hold and maintain the same in the name of the Company until disposed of in accordance with the terms of this Agreement.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately promptly proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either Manager is directed: (1) to sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion otherwise liquidate such of the Company’s assets in kind. If any assets are as may be required to discharge all liabilities of the Company, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be distributed in kind, an expense of the Liquidators shall ascertain the fair market value Company); (by appraisal or other reasonable means2) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the to allocate any net gain Profits or net loss recognized thereby had been allocated Losses resulting from such sales to and among the Members Capital Accounts in accordance with Article IX above.VII hereof; and (d3) All to distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) priorities expressed in each Member’s Capital Account (Section 8.02 hereof. Such distributions shall be made either in cash or in kind, as determined after taking into account all Capital Account adjustments for by the Company’s Fiscal Year during which the liquidation occurs)Manager, with any balance in excess thereof being assets distributed in proportion to kind being valued for this purpose at their fair market value as determined by the Members’ respective Ownership PercentagesManager. Any such distributions in respect to of Capital Accounts shall, to the extent practicable, must be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. The Company may offset damages for breach of this Agreement by a Member whose interest is liquidated (either upon the withdrawal of the Member or the liquidation of the Company) against the amount otherwise distributable to such Member. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Manager shall: (i) Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Manager(s) may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ), (ii) Allocate any assets are Net Profit or Net Loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members' and each Member’s Unit Holders' Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;hereof, (iii) FinallyDischarge all liabilities of the Company, including liabilities to Members and Unit Holders who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Unit Holders for distributions and the return of capital, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Unit Holders, the amounts of such Reserves shall be deemed to be an expense of the Company), (iv) Distribute the remaining assets in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) provisions of the Treasury RegulationsArticle IX. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager(s) shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, Board of Directors shall cause the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall Company's officers to immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall cause the Company's officers to: (1) Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Board of Directors may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ), (2) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.10 hereof, (d3) All assets Discharge all liabilities of the Company shall Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be applied and distributed by reasonably necessary to provide for contingencies or liabilities of the Liquidators Company, (4) Distribute the remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by unanimous agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted, pursuant to the creditors provisions of the Company;this Agreement to reflect such deemed sale. (ii) NextThe remaining assets shall be distributed to the Members, to setting up either in cash or in kind, as determined by the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations Board of the Company; (iii) FinallyDirectors, in accordance with proportion to the positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their net fair market value. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything in this Agreement to the contrary in this Operating Agreementcontrary, upon a “liquidation” liquidation within the meaning of Section 1.7041-704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) The Board of Directors shall cause the Company's officers to comply with all applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous immediately preceding accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managing Member shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either Managing Member shall: (i) sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable; (ii) allocate any profit or loss resulting from such sales to the Member’s Capital Accounts in kind. If accordance with Article VII hereof; (iii) discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of Members, the amounts of such reserves shall be deemed to be an expense of the Company); and (iv) distribute the remaining assets as follows: (1) to the Members in accordance with Section 6.1(b) hereof; and (2) if any assets of the Company are to be distributed in kind, such assets shall be distributed by agreement of the Liquidators Members. Such assets shall ascertain be deemed to have been sold as of the date of dissolution for their fair market value value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article VII hereof to reflect such deemed sale. (by appraisal or other reasonable meansc) Upon completion of such the winding-up, liquidation and distribution of the assets, and each Member’s Capital Account the Company shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed terminated. (d) All assets The Managing Member shall comply with any applicable requirements of applicable law pertaining to the winding-up of the affairs of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Company’s assets shall be distributed in the following order and priority: (i) first, to creditors of the Company, including the Liquidators shall either sell Members who are creditors, to the assets extent and in the order permitted by law, in satisfaction of the Company's liabilities; (ii) second, to the establishment of any reserves deemed necessary by the Board of Managers for any contingent liabilities or obligations of the Company at the best price available, or the Liquidators may distribute (but subject to the Members all or any portion of the Company’s assets in kind. If any assets are distribution to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (dthis Section 14.3(b) All assets of the Company shall be applied amount of any excess reserves, if any, when and distributed by if the Liquidators in the following order: (i) First, to the creditors Board of the Company; (ii) Next, to setting up the Managers determines such reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Companyare no longer necessary); (iii) Finallythird, to the Class A Members until the Class A Members have received an amount equal to their accrued but unpaid Class A Preferred Return as of the date of dissolution of the Company; provided, however, that no distribution shall be made pursuant to this Section 14.3(b)(iii) that creates or increases a Capital Account deficit for a Class A Member which exceeds such Class A Member’s obligation (deemed and actual) to restore such deficit, determined as follows: distributions shall first be determined tentatively pursuant to this Section 14.3(b)(iii) without regard to each Class A Member’s Capital Account, and then the allocation provisions of Article VII shall be applied tentatively as if such tentative distributions had been made. If a Class A Member shall thereby have a deficit Capital Account which exceeds its obligation (deemed and actual) to restore such deficit, the actual distribution to such Class A Member pursuant to this Section 14.3(b)(iii) shall be equal to the tentative distribution to such Class A Member less the amount of the excess to such Class A Member; and (iv) finally, to Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after balances, taking into account all Capital Account adjustments for the Company’s Fiscal Year during taxable year in which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) It is understood and agreed that amounts payable to the Members in connection with a Sale Transaction that does not involve a dissolution of the Company pursuant this Article XIV (including, by way of example and not as a limitation, amounts payable in connection with a merger or Membership Interest purchase) (i) shall be paid to the Members in accordance with the preferences and priorities set forth in this Section 14.3; (ii) will be deemed to have been distributed among the Members as if the distributions set forth in this Section 14.3 were applied to such payments, and (iii) any agreement executed by the Company or the Members in connection with a Sale Transaction shall be consistent with this provision.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of If the Company is dissolved and its affairs are to be wound up, the Members shall: (a) Sell or otherwise liquidate all Company Property as promptly as practicable (except the Intellectual Property as described in Section 15.2 and to make distributions as provided herein.the extent the Members may determine to distribute any other assets to the Members in kind); (b) Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article XII above; (c) Upon dissolution Discharge all Company Liabilities, including Company Liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.); (d) All assets of Distribute the remaining Company shall be applied and distributed by the Liquidators Property in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each other Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs, including any adjustments required by this subsection (d), with any balance in excess thereof being ) shall be distributed in proportion to all such other Members. (ii) Any such Distributions to the Members’ respective Ownership Percentages. Any such distributions Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. If any assets of the Company are to be distributed in kind, the net fair market value of those assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article XII and Section 11.4 of this Operating Agreement to reflect such deemed sale. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever; (f) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated; (g) The Members shall comply with any applicable requirements of applicable Law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of the dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be would up, the affairs Managers shall: a. Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind); b. Allocate any profit or loss resulting from such sales to the Members' and to make distributions as provided herein.Economic Interest Owners' Capital Accountants in accordance with Article IX above; (c) Upon dissolution c. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators extent otherwise permitted by law, other than liabilities to Members and Economic Interest owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall either sell be deemed to be an expense of the Company); d. Distribute the remaining assets in the following order; i. If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators net fair marker value of those assets as of the date of dissolution shall ascertain be determined by independent appraisal or by agreement of the Members. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value (by appraisal or other reasonable means) of such assetsvalue, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with provisions of Article IX aboveand section 8.03 of the Operating Agreement to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the . The positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, as determined by the Managers, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership Percentagessection 12.03(b)(i). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704Treas. Reg. l.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations1(b)(2)(ii(b)(2). (e) e. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treas. Reg. 1.704-1(b)(2)(ii)(g) of the Regulations1 (b)(2)(ii)(g), if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. f. Upon completion of the winding up, liquidation, and distribution of assets, the Company shall be deemed terminated. g. The Managers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s Partnership's accountants of the accounts of the Company Partnership and of the Company’s Partnership's assets, liabilities and operations, operations from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) General Partner shall immediately proceed to wind up the affairs of the Company. The Liquidators Partnership. (b) If the Partnership is dissolved and its affairs are to be wound up, the General Partner (or if there be none, a liquidating trustee selected by a Majority-in-Interest of the Partners) shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell liquidate the assets of the Company at Partnership, and the best price available, or proceeds from the Liquidators may distribute to the Members all or any portion liquidation of the Company’s Partnership assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderorder of priority: (i) First, to To the creditors of the CompanyPartnership (other than Partners and creditors whose obligations will be assumed or otherwise transferred on the sale or distribution of Partnership assets) and to the payment of liquidation expenses; when there is a contingent debt, obligation or liability of the Partnership, a reserve (in such amount as the General Partner or, if no General Partner, the liquidating trustee, in its sole discretion, shall determine) shall be set up to meet such contingency, and if and when such contingency shall cease to exist, the moneys, if any, then contained in the reserve shall be distributed as provided in this Section 10.3; (ii) Next, Then to setting up the reserves that payment of any funds advanced to the Liquidators may deem reasonably necessary for contingent Partnership by any Partner or unforeseen liabilities Partners and any other bona fide loans made by any Partner or obligations of Partners to the Company;Partnership and evidenced by a note or notes duly executed by the Partnership; and (iii) Finally, Then to the Partners in accordance with the positive balance (if any) in each Member’s their respective Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (balances after giving effect to all contributions, distributions, distributions and allocations and other Capital Account adjustments for all taxable yearsperiods. In connection therewith, including income, gain and loss of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Partnership (and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company extent necessary to achieve the purposes hereof, items of gross income and deduction) with respect to the sale or other disposition of all or substantially all of the Partnership's assets and/or the Partnership's operations in connection therewith (whether or not attributable to any other Person for any purpose whatsoever.the taxable year in which the distribution pursuant to this Section

Winding Up, Liquidation and Distribution of Assets. (a) 13.2.1 Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of . 13.2.2 If the Company is dissolved and its affairs are to make distributions as provided herein. (c) Upon dissolution of the Companybe wound up, the Liquidators shall either sell the assets of the Company at the best price available, Managers shall: 13.2.2.1 Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Managers may determine to distribute any assets to the Members in kind. If ), 13.2.2.2 Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members’ and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Economic Interest Owners’ capital Accounts in accordance with Article IX above.9 hereof, and (d) All assets 13.2.2.3 Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be applied and distributed by the Liquidators in the following order: (i) First, deemed to the creditors be an expense of the Company;). (ii) Next, to setting up 13.2.2.4 Distribute the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, remaining assets in accordance with the positive balance (if any) in of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to by the Members’ respective Ownership Percentages. Any end of such taxable year or, if later, within 90 days after the date of such liquidation; provided, that liquidating distributions in respect to Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth same manner as distributions under Section 9.4 if such distributions would result in Section 1.704-1(b)(2)(ii)(b)(2) the Interest Holders receiving a different amount than would have been received pursuant to a liquidating distribution based on Capital Account balances. If any assets of the Treasury RegulationsCompany are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by the Managers, acting reasonably. (e) 13.2.3 Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account balance (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. 13.2.4 Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. 13.2.5 The Member(s) shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Managers shall: (1) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Managers may determine to distribute any assets to the Members in kind), (2) Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' capital Accounts in accordance with Article 9 hereof, (3) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators shall either sell the assets extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for Distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company at (for purposes of determining the best price available, or the Liquidators may distribute to Capital Accounts of the Members all or any portion and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.), (d4) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the Company;Article 9. and Section 8.03 of this Operating Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive The Positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, as determined by the Managers, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.02 (b) (i). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(21.704.1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1 (b) (2) (ii) (g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager(s) shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall then immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority begin to wind up the affairs of the Company consistent with maximization of realization as to the Company’s assets. All Shareholders acknowledge that final collection of such indebtedness and to make distributions as provided hereindistribution with respect thereto may extend over a period of years and that winding up will proceed consistently with the foregoing. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Board Managers shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets consistent with realization of full value of such assets and collection of any assets outstanding (except to the extent the Manager(s) may determine to distribute any assets to Shareholders and Economic Interest Holders in kind. If ), (ii) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Shareholders in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;11 hereof, (iii) FinallyDischarge all liabilities of the Company, including liabilities to Shareholders who are creditors, to the extent otherwise permitted by law, other than liabilities to Shareholders for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company, (iv) The remaining assets shall be distributed to Shareholders and Economic Interest Holders, either in cash or in kind, as determined by the Board of Managers, with any assets distributed in kind being valued for this purpose at their fair market value, in accordance with the positive balance (if any) in each MemberShareholder’s or Economic Interest Holder’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs)) with the balance, with any balance in excess thereof if any, being distributed in proportion pro rata to the Members’ respective Ownership PercentagesShareholders and Economic Interest Holders in accordance with the Economic Interests held by such holders. Any such distributions in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ev) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by the Board of Managers. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of Shareholders shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (c) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Treasury Regulations, if any Member Shareholder or Economic Interest Holder has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Shareholder or Economic Interest Holder shall have no obligation to make any a Capital Contribution, and Contribution sufficient to eliminate the negative balance of such MemberShareholder’s Capital Account shall not be considered a debt owed by such Member to Account. (d) Upon completion of the winding up, liquidation, and distribution of the assets, the Company or to any other Person for any purpose whatsoevershall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s)Administrative Member, or if none, the Person or Persons selected by Majority Interest of the Members (the “"Liquidators”) "), shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Liquidators shall: (i) Sell or otherwise liquidate all of the Company's and the Subsidiaries' assets as promptly as practicable (except to the extent the Liquidators may determine to distribute any assets to the Members in kind if agreed upon by all of the Members); (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Members and Economic Interest Owners in accordance with Article 10 hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators shall extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company; and (iv) Distribute the remaining assets to the Members, either sell in cash or in kind (if approved by the Members), in accordance with Section 9.2 of this Agreement. If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if provisions of this Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and Contribution to reduce or eliminate the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member Account. (d) Notwithstanding anything to the contrary contained herein, no distribution shall be made in violation of the Delaware Act. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company or to any other Person for any purpose whatsoevershall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) 14.3.1 Upon dissolution of dissolution, the CompanyManagers or, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of . 14.3.2 If the Company is dissolved and its affairs are to make distributions as provided herein. (c) Upon dissolution of the Companybe wound up, the Liquidators shall either sell the assets of the Company at the best price available, shall: (a) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable; (b) Allocate any items of income, gain, loss, deduction, and credits resulting from such sales to the Members and Economic Interest Owners in kindaccordance with Article 10 hereof; (c) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or unliquidated liabilities of the Company; and (d) Distribute the remaining proceeds to the Members in accordance with Section 9.1. 14.3.3 In the final taxable year of the Company, before making the final distributions provided for in Section 14.3.2(d), Profits and Losses shall be credited or charged to Capital Accounts of the Members (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the taxable year) in the manner provided in Article 10. If any The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the liquidation distributions of the Company’s assets pursuant to Section 14.3.2(d) being equal to the amount distributable to such Member pursuant to Section 14.3.2(d). The Managers are authorized to make appropriate adjustments in the allocation of Profits and Losses and, if necessary, items of gross income and gross deductions of the Company, for the taxable year of liquidation of the Company (and, if earlier, the taxable year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) as necessary to be distributed in kind, cause the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) amount of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, immediately prior to the creditors distribution of the Company; (ii’s assets pursuant to Section 14.3.2(d) Nextto equal the amount distributable to such Member pursuant to Section 14.3.2(d). Notwithstanding the foregoing, to setting up nothing in this Section 14.3.3 shall affect the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion amounts distributable to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Members under Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations14.3.2(d). (e) 14.3.4 Notwithstanding anything to the contrary in this Operating Limited Liability Company Agreement, if at any time (including upon liquidation of the Membership Interest or Economic Interest of a “liquidation” Member or Economic Interest Holder, or the winding up of the Company, or a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the taxable year during which such liquidation event occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company Company, any other Member or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution, the Managing Member may file a certificate of dissolution with the Secretary of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members State pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the CompanyRCW 25.15.273, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company, unless the business of the Company is continued or such dissolution (and any certificate of dissolution previously filed) is revoked as provided in RCW 25.15.293. The Liquidators Upon dissolution, the Managing Manager shall have full authority promptly proceed to wind up the affairs of the Company and shall sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to make distributions the extent the Managing Member may determine that it is appropriate to distribute any assets to the Members in-kind). Upon dissolution and winding up of the Company’s affairs, Distributable Cash shall be paid as provided herein.follows: (a) First, to the payment of all expenses and costs incurred by the Company in connection with the sale of the property, including the cost of broker commissions, excise tax, any repair, replacement, alteration or improvement necessitated by such sale or other disposition; (b) Second, to the payment of any indebtedness and other expenses of the Company, excluding that owed to Members; (c) Upon dissolution of the CompanyThird, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion establishment of Reserves that the Company’s assets in kind. If any assets are Managing Member deems reasonably necessary (with Distributable Cash remaining from such Reserves to be distributed according to this Section 13.3); (d) Fourth, to interest accrued on and then to the outstanding principal balance of loans, if any, made by either or both of the Managing Member and Investor Members to the extent permitted by this Agreement, with loans prior in kindtime being repaid before loans later in time and in proportion to the outstanding principal balances of loans made concurrently, until the cumulative amount distributed pursuant to this Section 13.3(d) and previous payments of principal and interest are equal to the interest accrued on and the outstanding principal balance of such loans; (e) Thereafter, the Liquidators shall ascertain balance, by the fair market value end of the Fiscal Year in which the liquidation occurs (by appraisal or other reasonable meansor, if later, within ninety (90) days after the date of such assetsliquidation), and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s balances of their respective Capital Account (Accounts, as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occursoccurs (other than those made pursuant to this Section 13.3(e), with ). Each party to this Agreement acknowledges and agrees that the provisions of Section 13.3 and any balance payout in excess thereof being distributed in proportion liquidation of the Company is limited to the Members’ respective Ownership Percentagesamount of available Distributable Cash. Any such Furthermore, each party to this Agreement acknowledges and agrees that the provisions of Section 13.3 set forth a priority in which liquidating distributions in respect are to Capital Accounts shallbe made, and that each succeeding paragraph is subject to and subordinate to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2preceding paragraph(s) of the Treasury Regulations. (e) Notwithstanding anything so that any distribution under that paragraph is contingent upon there being sufficient Distributable Cash available after making distributions pursuant to the contrary in this Operating Agreementpreceding paragraphs. Except as otherwise provided herein, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such no Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member liability to the Company or to any other Person for any purpose whatsoeverMember to contribute money or property to the Company to enable the Company to make liquidating distributions.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionArticle XII. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Directors shall immediately proceed to wind up the affairs of the Companyappoint a Liquidating Trustee. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. For so long as any Senior Secured Note is outstanding, the Company shall not liquidate without first obtaining the approval of the Indenture Trustee. The Indenture Trustee may continue to exercise all of its rights under the Note Documents until all of the Senior Secured Notes have been paid in full or otherwise completely discharged. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s 's assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are to be distributed in kind, the Liquidators Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets (based upon a single appraisal, and each in the case of a disagreement, at the expense of the Company). Each Member’s 's Capital Account shall be charged or credited, as the case may be, for the net gain or net loss on the sale of the assets or in the case of an in-kind distribution, any net gain or net loss deemed recognized on such deemed sale, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been shall be allocated to and among the Members in accordance with Article IX aboveVII. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the CompanyCompany (including any Member who has made a Member Loan (including, without limitation, a Capital Contribution Loan) that remains outstanding); (ii) Nextsecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;; and (iii) Finallythird, to the Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) 6.1 of the Treasury RegulationsLLC Agreement. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants Manager of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, results of operations from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators shall either sell the assets of If the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets is dissolved and its affairs are to be distributed in kindwound up, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderManager shall: (i) First, Sell or otherwise liquidate all of the Company Property as promptly as practicable (except to the creditors of extent that the CompanyManager may determine to Distribute in kind any assets to the Equity Owners); (ii) Next, Allocate any Profit or Loss resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the CompanyEquity Owners’ Capital Accounts in accordance with Article 9 hereof; (iii) FinallyDischarge all liabilities of the Company, including liabilities to Equity Owners who are also creditors, to the extent otherwise permitted by law, other than liabilities to Equity Owners for Distributions and the return of capital, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Equity Owners, the amounts of such Reserves shall be deemed to be an expense of the Company); and (iv) Distribute the remaining assets to the Equity Owners in accordance with the their positive Capital Account balances, as follows: (A) The positive balance (if any) in of each MemberEquity Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs)) shall be Distributed to the Equity Owners, either in cash or in kind, as determined by the Manager, with any balance Company Property Distributed in excess thereof kind being distributed in proportion to the Members’ respective Ownership Percentagesvalued for this purpose at their fair market value. Any such distributions Distributions to the Equity Owners in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and (B) If any Company Property is to be Distributed in kind, the net fair market value of such Company Property as of the date of dissolution shall be determined by agreement of the Members, or, if the Members do not agree, by an appraiser selected by the Manager. Such Company Property shall be deemed to have been sold as of the date of dissolution for its fair market value, and the Capital Accounts of the Equity Owners shall be adjusted pursuant to the provisions of Article 9 and Section 8.4 of this Agreement to reflect such deemed sale. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member Equity Owner has a deficit Deficit Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such Member Equity Owner shall have no obligation to make any Capital ContributionContribution so as to restore its Capital Account to zero, and the negative balance of such MemberEquity Owner’s Capital Account shall not be considered a debt owed by such Member Equity Owner to the Company Company, to the other Equity Owners, or to any other Person for any purpose whatsoever. (d) The Manager shall comply with any requirements of applicable law pertaining to the winding up of the affairs of the Company and the final Distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of . a. If the Company is dissolved and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets its affairs are to be distributed in kindwound up, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable meansManager(s) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following ordershall: (i) First, to the creditors Sell or otherwise liquidate all of the Company;'s assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members and Assignees in kind), (ii) Next, Allocate any net profit or net loss resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;Members' and Assignees' capital accounts in accordance with Article 9 hereof, (iii) FinallyDischarge all liabilities of the Company, paying first those debts and liabilities owing to persons other than the members, the those including liabilities to Members and Assignees who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Assignees for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the capital accounts of the Members and Assignees, the amounts of such reserves shall be deemed to be an expense of the Company), (iv) Distribute to the Members and Assignees the remaining assets in accordance with the positive balance (if any) in of each Member’s Capital Account 's and Assignee's capital account (as determined after taking into account all Capital Account capital account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), either in cash or in kind, as determined by the Manager(s), with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their fair market value. Any such distributions to the Members and Assignees in respect to Capital Accounts shall, to the extent practicable, of their capital accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) b. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member or Assignee has a deficit Capital Account capital account (after giving effect to all contributions, distributions, allocations and other Capital Account capital account adjustments for all taxable years, including the year during which such liquidation occurs), such Member or Assignee shall have no obligation to make any Capital Contributioncapital contribution, and the negative balance of such Member’s Capital Account 's or Assignee's capital account shall not be considered a debt owed by such Member or Assignee to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, dissolution and the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) General Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs General Manager shall: (a) Collect and sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Members, by unanimous vote or consent, determine to distribute any assets to the Members and Economic Interest Owners in kind); (b) Allocate any Net Profits or Net Losses resulting from such sale or other disposition of the Company's assets to make distributions as provided herein.the Members' and Economic Interest Owners' Capital Accounts in accordance with Section 2.1(b) above; (c) Upon dissolution Discharge all debts, liabilities and obligations of the Company, including those to Members and Economic Interest Owners who are creditors to the Liquidators shall either sell extent permitted by law, other than debts, liabilities and obligations to Members and Economic Interest Owners for distributions, and establish such reserves as the assets Members may deem reasonably necessary to provide for contingencies or liabilities of the Company at (for purposes of determining the best price available, or the Liquidators may distribute to Capital Accounts of the Members all or any portion and Economic Interest Owners, the amounts of such reserves shall be deemed to be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.); (d) All Distribute the remaining assets of to the Company shall be applied Members and Economic Interest Owners either in cash or in kind, with any assets distributed by the Liquidators in kind being valued for this purpose at their fair market value, as follows and in the following orderorder of priority: (i) First, to the creditors of Members and Economic Interest Owners with positive Preference Contribution Account balances, in proportion to their respective Preference Contribution Account balances, up to the Company;amount necessary to reduce all such Preference Contribution Account balances to zero; and (ii) NextThe balance, if any, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed Members and Economic Interest Owners in proportion to their Percentage Interests. If any assets of the Members’ respective Ownership PercentagesCompany are to be distributed in kind, the fair market value of those assets as of the date of dissolution, other than cash, certificates of deposit and other instruments the value of which are readily ascertainable, shall be as determined as provided in Section 12.2 above. Any such distributions in respect Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts shall, of the Members and Economic Interest Owners shall be adjusted pursuant to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) provisions of the Treasury Regulations.this LLC Agreement to reflect such deemed sale; (e) Notwithstanding anything Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated; and (f) The remaining Members shall comply with any applicable requirements of Delaware Act pertaining to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) winding up of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including affairs of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Company and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), Managers or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The . (b) If the Company is dissolved and its affairs are to be wound up, the Liquidators shall have full authority to wind up the affairs shall: i. Sell or otherwise liquidate all of the Company’s assets as promptly as practicable; ii. Allocate any profit or loss resulting from such sales to the Members’ and Economic Interest Owners’ in accordance with Article 10 hereof as if the Company had distributed all distributable Capital Proceeds in accordance with Article 9 hereof; iii. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to make distributions the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as provided hereinmay be reasonably necessary to provide for contingent liabilities of the Company; and iv. Distribute the remaining proceeds to the Members in accordance with Section 9.01. (c) Upon dissolution In the final Fiscal Year of the Company, before making the Liquidators final distributions provided for in Section 14.03(b)(iv), Profits and Losses shall either sell the assets be credited or charged to Capital Accounts of the Company at Members (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the best price available, or Fiscal Year) in the Liquidators may distribute manner provided in Article 10. The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the Members all or any portion liquidation distributions of the Company’s assets pursuant to Section 14.03(b)(iv) being equal to the amount distributable to such Member pursuant to Section 14.03(b)(iv). The Managers are authorized to make appropriate adjustments in kind. If any the allocation of Profits and Losses and, if necessary, items of gross income and gross deductions of the Company, for the year of liquidation of the Company (or, if earlier, the year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) as necessary to be distributed in kind, cause the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) amount of such assets, and each Member’s Capital Account immediately prior to the distribution of the Company’s assets pursuant to Section 14.03(b)(iv) to equal the amount distributable to such Member pursuant to Section 14.03(b)(iv). Notwithstanding the foregoing, nothing in this Section 14.03(c) shall be charged or credited, as affect the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated amounts distributable to and among the Members in accordance with Article IX aboveunder Section 14.03(b)(iv). (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) The Liquidators shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants 's independent accounts of the accounts of the Company and of the Company’s 's assets, liabilities and operations, operation from the date of the last previous pervious accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to wound up, the Managers shall: (1) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Managers may determine to distribute any assets to the Members in kind); (2) allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' Capital Accounts in accordance with Article VI hereof. (3) discharge all liabilities of the Company, including liabilities to members and Economic Interest Owners who are creditors, to the Liquidators shall either sell the assets extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company at (for purposes of determining the best price available, or the Liquidators may distribute to Capital Accounts of the Members all or any portion and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.company); (d4) All distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the Company;Article IX and Section 8.03 of this Operating Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members and Economic Interest Owners, either in cash or in kind, as determined by the Managers, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their fair market value. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), ) such Member shall have no obligation to make any Capital Contribution, Contribution and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager(s) shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Manager shall immediately proceed to wind up the affairs of the Company, no further business shall be conducted except for Company in accordance with the taking requirements of such action as shall be necessary for the Act and other applicable law. In furtherance of the winding up of the affairs Company, the Manager shall: (i) sell or otherwise liquidate all of the Company and Company's assets as promptly as practicable (except to the distribution of its extent the Management Committee may determine to distribute any assets to the Members pursuant in kind); (ii) discharge or make reasonable provision for all liabilities of the Company, including liabilities to Members who are also creditors and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); (iii) distribute the remaining assets of the Company in the following order of priority: (1) To each Member, with respect to the provisions cumulative amount of this Section 14.04all accrued but unpaid pre-dissolution distributions for which the Company is liable to such Member, the amount of such liability; (2) The balance of any remaining assets shall be distributed as follows: (A) to each Participating Member, that portion of its Capital Account attributable to the Division(s), if any, for which it funded the capital costs, after giving effect to contributions, allocations, and distributions for all periods; and then (B) to each Member in accordance with the Member's remaining Capital Account balance, after giving effect to contributions, allocations, and distributions for all periods. (b) Upon dissolution of the Company, The Members shall cause an accounting shall to be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the Any assets of the Company at the best price available, or the Liquidators may distribute which are distributed in kind shall be deemed to have been sold to the Members all or any portion in proportion to their Economic Interests as of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) date of such assetsdissolution for their Fair Market Value, and each Member’s the Capital Account Accounts of the Members shall be charged or credited, as the case may be, as if adjusted to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionArticle XII. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Directors shall immediately proceed to wind up the affairs of the Companyappoint a Liquidating Trustee. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s 's assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are to be distributed in kind, the Liquidators Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets (based upon a single appraisal, and each in the case of a disagreement, at the expense of the Company). Each Member’s 's Capital Account shall be charged or credited, as the case may be, for the net gain or net loss on the sale of the assets or in the case of an in-kind distribution, any net gain or net loss deemed recognized on such deemed sale, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been shall be allocated to and among the Members in accordance with Article IX aboveVII. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the Company (including any Member who has made a loan to the Company); (ii) Nextsecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finallythird, to the Members in an amount equal to the positive balances of their Capital Accounts in proportion and to the extent of such positive balances (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company); and (iv) thereafter, to the Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ their respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s company's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall then immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority begin to wind up the affairs of the Company consistent with maximization of realization as the company's assets. All Shareholders acknowledge that final collection of such indebtedness and to make distributions as provided hereindistribution with respect thereto may extend over a period of years and that winding up will proceed consistently with the foregoing. (cb) Upon dissolution of the Company, the Liquidators shall either sell the assets of If the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets is dissolved and its affairs are to be distributed in kindwound up, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) Board of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following orderManagers shall: (i) First, to the creditors Sell or otherwise liquidate all of the Company;'s assets consistent with realization of full value of such assets and collection of any assets outstanding (except to the extent the Manager(s) may determine to distribute any assets to Shareholders and Economic Interest Holders in kind), (ii) Next, Allocate any profit or loss resulting from such sales to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;Shareholders in accordance with Section 10 hereof, (iii) FinallyDischarge all liabilities of the Company, including liabilities to Shareholders who are creditors, to the extent otherwise permitted by law, other than liabilities to Shareholders for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company. (iv) The remaining assets shall be distributed to Shareholders and Economic Interest Holders, either in cash or in kind, as determined by the Board of Managers, with any assets distributed in kind being valued for this purpose at their fair market value, in accordance with the positive balance (if any) in each Member’s Shareholder's or Economic Interest Holder's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) with the balance, with any balance in excess thereof if any, being distributed in proportion pro rata to the Members’ respective Ownership PercentagesShareholders and Economic Interest Holders in accordance with the Economic Interests held by such holders. Any such distributions in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ev) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolutions has be determined by independent appraisal or by the Board of Managers.Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of Shareholders shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (c) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member Shareholder or Economic Interest Holder has a deficit Capital Account (after giving effect effective to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Shareholder or Economic Interest Holder shall have xxxx no obligation to make any a Capital Contribution, and Contribution sufficient to eliminate the negative balance of such Member’s Shareholder's Capital Account shall not be considered a debt owed by such Member to Account. (d) Upon completion of the winding up, liquidation, and distribution of the assets, the Company or to any other Person for any purpose whatsoevershall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants Chief Financial Officer of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Chief Executive Officer shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up Notwithstanding the affairs foregoing, if the majority of the Company and to make distributions as provided herein. (c) Upon dissolution Board of Directors determines that an immediate sale of part or all of the Company, the Liquidators shall either sell the investments or assets of the Company at the best price available, or the Liquidators may distribute would cause undue loss to the Members all or Initial Shareholders, the majority of the Board of Directors, in order to avoid such loss, may, to the extent not then prohibited by the governing law applicable in the circumstances, defer liquidation of and withhold from distribution for a reasonable time any portion assets of the Company except those necessary to satisfy the immediately due debts and obligations of the Company’s assets in kind. . (b) If any assets the Company is dissolved and its affairs are to be distributed wound up, the Chief Executive Officer, with the consent to the majority of the Board of Directors, shall (1) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Chief Executive Officer, with the consent to the majority of the Board of Directors, may determine to distribute any assets to the Initial Shareholders in kind), (2) allocate any profit or loss resulting from such sales to the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Initial Shareholders' Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above. II hereof, (d3) All assets discharge all liabilities of the Company (other than liabilities to Initial Shareholders), including all costs relating to the dissolution, winding up, and liquidation and distribution of assets, (4) establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Initial Shareholders, the amounts of such reserves shall be applied deemed to be an expense of the Company), (5) discharge any liabilities of the Company to the Initial Shareholders other than on account of their interests in Company capital or profits, and distributed by (6) distribute the Liquidators remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Initial Shareholders. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Value, and the Capital Accounts of the Initial Shareholders shall be adjusted pursuant to the creditors provisions of the Company; (ii) Next, Article II of this Agreement to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any reflect such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationsdeemed sale. (ec) Notwithstanding anything Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (d) The Chief Executive Officer shall comply with any applicable requirements of applicable law pertaining to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) winding up of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including affairs of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Company and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Manager shall immediately proceed to wind up the affairs of the Company, no further business shall be conducted except for Company in accordance with the taking requirements of such action as shall be necessary for the Act and other applicable law. In furtherance of the winding up of the affairs Company, the Manager shall: (i) sell or otherwise liquidate all of the Company's assets, except the Construction Operating Agreement and any Company IRUs, as promptly as practicable; (ii) sell or otherwise liquidate any Company IRUs, to the extent necessary to fulfill the Company's obligations under subsection (iii); (iii) discharge or make reasonable provision for all liabilities of the Company, including liabilities to Members who are also creditors and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); (iv) distribute the remaining assets of the Company, if any, in the following order of priority: (1) To TNS, the Company's rights under the Construction Operating Agreement; (2) The balance of any remaining assets shall be distributed to each Member in accordance with the Member's remaining Capital Account balance, after giving effect to contributions, allocations, and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04distributions for all periods. (b) Upon dissolution of the Company, The Members shall cause an accounting shall to be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the Any assets of the Company at the best price available, or the Liquidators may distribute which are distributed in kind shall be deemed to have been sold to the Members all or any portion in proportion to their Economic Interests as of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) date of such assetsdissolution for their 34 35 Fair Market Value, and each Member’s the Capital Account Accounts of the Members shall be charged or credited, as the case may be, as if adjusted to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Managers shall: (i) Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Managers may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ), (ii) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;X hereof, (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account Discharge all Capital Account adjustments for liabilities of the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion including liabilities to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shallMembers who are creditors, to the extent practicablepermitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company, (iv) The remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, either in cash or in kind as determined by the Managers, with any assets distributed in kind being valued for this purpose at their fair market value. Any distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Regulations Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (ec) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (d) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) The Managers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s books, records, assets, liabilities liabilities, and operations, operations from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of If the Company is dissolved and its affairs are to make distributions as provided herein. (c) Upon dissolution of the Companybe wound up, the Liquidators shall either sell the assets of the Company at the best price available, Managers shall: a. Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager(s) may determine, or are required to under the terms of this Operating Agreement, to distribute any assets to the Members in kind. ); b. Allocate any profit or loss resulting from such sales to the Members’ and Economic Interest Owners’ Capital Accounts in accordance with Article IX above; c. Discharge liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owner, the amounts of such Reserves shall be deemed to be an expense of the Company); d. Distribute the remaining assets in the following order: i. If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of those assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Those assets shall be deemed to have been sold or transferred as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with provisions of Article IX aboveand Section 8.03 of this Operating Agreement to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the . The positive balance (if any) in of each Member’s and Economic Interest Owners’ Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or kind, as determined by the Managers, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.03 (b)(i). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) e. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Deficit Capital Account (after giving gifting effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation liquidations occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. f. Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. g. The managers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and Board of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Board shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs Board shall (a) Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Executive Committee may determine to distribute any assets to the Members in kind); (b) Allocate Net Income, Net Loss, and any items of income, gain, loss or deduction resulting from such sales to make distributions as provided herein.the Members’ Capital Accounts in accordance with Article XII above and Exhibits A and B hereto; (c) Upon dissolution Discharge all debts, liabilities and obligations of the Company, including liabilities to Members who are creditors, to the Liquidators shall either sell the assets extent otherwise permitted by law, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company at Company, and upon the best price availabletermination of such Reserves, or the Liquidators may distribute amount of such Reserves shall be distributed to the Members all or any portion of in the Company’s assets manner provided in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value Subsection (by appraisal or other reasonable meansd) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.this Section 15.2; (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, Distribute to the creditors Members the remaining proceeds of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, liquidation in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. For the positive balance (if any) in purpose of determining the amount distributed to each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which , any Property distributed in kind in the liquidation occurs)shall be valued at Gross Asset Value, with any balance in excess thereof being and such Property shall be treated as though the Property had been sold by the Company for such Gross Asset Value and the cash proceeds distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treasury Regulation § 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person entity for any purpose whatsoever. (f) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated for tax purposes. (g) The Board of Governors shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager(s) shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind. ), (ii) Allocate any profit or loss resulting from such sales to the Members’ and Economic Interest Owners’ Capital Accounts in accordance with Article IX hereof, (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies and foreseeable liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company), (iv) Distribute the remaining assets in the following order: (1) If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with provisions of Article IX aboveand Section 8.03 of this Operating Agreement to reflect such deemed sale. (d2) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager(s), with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.03(b)(1). Any such distributions to the Members in respect to of their Capital Accounts shallshall be OPERATING AGREEMENT OF BADLANDS LEASING, to the extent practicableLLC, be A NORTH DAKOTA LIMITED LIABILITY COMPANY made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager(s) shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of If the Company is dissolved and its affairs are to make distributions as provided herein. (c) Upon dissolution of the Companybe wound up, the Liquidators shall either sell the assets Board of the Company at the best price available, Managers shall: a. Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Board of Managers may determine to distribute any assets to the Members in kind. ); b. Allocate any profit or loss resulting from such sales to the Members’ Capital Accounts in accordance with Article X above; c. Discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); d. Distribute the remaining assets in the following order: (i) If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of those assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assets, and each Member’s Capital Account the Members. Those assets shall be charged or credited, as the case may be, as if such asset had deemed to have been sold as of the date of dissolution for cash at such their fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributionvalue, and the negative balance Capital Accounts of such Member’s Capital Account the Members shall not be considered a debt owed by such Member adjusted pursuant to the Company or provisions of Article X and Section 8.03 of this Agreement to any other Person for any purpose whatsoeverreflect such deemed sale.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution Unless the Company is continued pursuant to Section 15.2 hereof, upon the occurrence of a Dissolution Event, the Company, no further business Company shall be conducted dissolved, and the Company shall cease carrying on its business, except for the taking of such action as shall may be necessary for the winding up of its affairs in an orderly manner; however, the Company’s existence is not terminated and shall continue until the winding up of its affairs is completed and articles of termination have been accepted for filing. The Chief Executive Officer or such other Person or Persons designated by the Board of Directors shall be responsible for overseeing the winding up and liquidation of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have take full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion account of the Company’s assets in kindand liabilities. If any assets are Except to be the extent distributed in kind, the Liquidators Company’s assets shall ascertain be sold or otherwise liquidated as promptly as is consistent with obtaining the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value thereof; and the net gain or net loss recognized thereby had been allocated proceeds therefrom, to and among the Members in accordance with Article IX above. (d) All assets of the Company extent sufficient therefor, shall be applied and distributed by the Liquidators in the following order: (ia) First, to the creditors pay and discharge all of the Company; ’s debts and liabilities to creditors (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shallincluding, to the extent practicablepermitted by law, Members who are creditors) and to establish any reserves that may be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) reasonably necessary to provide for contingencies or unknown liabilities of the Treasury RegulationsCompany (for purposes of determining the Capital Account balance of the Members, the amount of any such reserves shall be treated as an expense of the Company); (b) Second to Class A Members owning Class A Membership Interests in an amount equal to the sum of (i) each such Class A Member’s respective Unreturned Capital Account and (ii) each such Class A Member’s unpaid Class A Preferred Return. (ec) Notwithstanding anything Third, to the contrary in this Operating Agreement, upon a “liquidation” within Members to the meaning extent of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit their positive Capital Account (balances after giving effect to all contributions, distributions, distributions and allocations and other Capital Account adjustments for all taxable yearsperiods. (d) Thereafter, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member all Members in proportion to the Company their Percentage Interests. The Chief Executive Officer or to any other Person or Persons selected by the Board of Directors to oversee the winding up and dissolution shall receive such compensation as is approved by the Members for any purpose whatsoeverthe services performed pursuant to this ARTICLE 15.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and Board of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Board shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs Board shall: (a) Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Executive Committee may determine to distribute any assets to the Members in kind); (b) Allocate Net Income, Net Loss, and any items of income, gain, loss or deduction resulting from such sales to make distributions as provided herein.the Members’ Capital Accounts in accordance with Article XII above and Exhibit A hereto; (c) Upon dissolution Discharge all debts, liabilities and obligations of the Company, including liabilities to Members who are creditors, to the Liquidators shall either sell the assets extent otherwise permitted by law, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company at Company, and upon the best price availabletermination of such Reserves, or the Liquidators may distribute amount of such Reserves shall be distributed to the Members all or any portion of in the Company’s assets manner provided in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value Subsection (by appraisal or other reasonable meansd) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.this Section 15.2; (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, Distribute to the creditors Members the remaining proceeds of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, liquidation in accordance with their respective positive Capital Account balances, after giving effect to all contributions, distributions and allocations for all periods. For the positive balance (if any) in purpose of determining the amount distributed to each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which , any Property distributed in kind in the liquidation occurs)shall be valued at Gross Asset Value, with any balance in excess thereof being and such Property shall be treated as though the Property had been sold by the Company for such Gross Asset Value and the cash proceeds distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treasury Regulation § 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person entity for any purpose whatsoever. (f) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated for tax purposes. (g) The Board of Governors shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager shall: (1) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets in kind. If as promptly as practicable (except to the extent the Manager may determine to distribute any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.kind), (d2) All assets Discharge all liabilities of the Company, including liabilities to Members and Assignees who are creditors, to the extent otherwise permitted by Law, other than liabilities to Members and Assignees for distributions, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Assignees, the amount of such reserves shall be applied and distributed by deemed to be an expense of the Liquidators Company), (3) Distribute the remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Assignees shall be adjusted pursuant to the creditors provisions of the Company;Paragraph 10 of this Limited Liability Company Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each MemberEquity Owner’s Capital Account (after giving effect to all contributions, distributions and allocations for all periods) shall be distributed to the Equity Owners, either in cash or in kind, as determined after taking into account all Capital Account adjustments for by the Company’s Fiscal Year during which the liquidation occursManager(s), with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesParagraph 20.2(b)(3)(i). Any such distributions to the Equity Owners in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704l.704-1(b)(2)(ii)(b)(2l(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Limited Liability Company Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Treasury Regulations, if any Member Equity Owner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Equity Owner shall have no obligation to make any Capital Contributioncapital contribution, and the negative balance of such MemberEquity Owner’s Capital Account shall not be considered a debt owed by such Member Equity Owner to the Company or to any other Person person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Manager shall comply with any applicable requirements of applicable Law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Companydissolution, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companyif there is more than one Member, then an accounting shall be made by the Company’s 's accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person person or Persons entity selected by Majority Interest Vote of the Members (the “Liquidators”"Liquidator") shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided hereinby the Delaware Act. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound up, the Manager(s) or Liquidator shall: (1) Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Manager(s) or Liquidator may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ); (2) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.hereof; (d3) All assets Discharge all liabilities of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstCompany, including liabilities to Members who are creditors, to the creditors extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company; (ii4) NextDistribute the remaining assets to the Members, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent either in cash or unforeseen liabilities or obligations of the Company; (iii) Finallyin kind, in accordance with the positive balance (if any) in each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's calendar year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ ' respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and (5) If any assets of the Company are to be distributed in kind, the net fair market value of such assets shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the capital accounts of the Members shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and capital contribution to reduce or eliminate the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever's capital account.

Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the Company (ai) Upon shall file a statement of dissolution pursuant to § 7-80-802 of the CompanyColorado Act, no further business and (ii) shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, prepare an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, Manager may continue to conduct the Person or Persons selected by Majority Interest Business in a manner to maximize the liquidation proceeds of the Members (Business to the “Liquidators”) Company and shall immediately proceed to wind up the affairs of Company’s affairs. If the Manager continues to conduct the Business, and in any event in winding up the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company’s affairs, the Liquidators Manager shall either sell continue to be bound by the provisions of Sections 5.5 and 5.8 of this Agreement, but no Manager shall be prohibited from making an offer to purchase one or more of the assets of the Company at in liquidation provided that such purchase and sale is approved by the best price availableVote of a majority of the other Managers, or if there are no other Managers, the Liquidators may distribute purchase and sale is approved by the Vote of Three Fourths Interest of the Members.90 (a) If the Company is dissolved and its affairs are to be wound up, the Members Manager shall: (i) Sell or otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members and Assignees in kind. If ) and, if any assets of the Company are to be distributed in kind, kind (pro rata or in such other manner as the Liquidators shall ascertain Manager may determine appropriate in the fair market value (by appraisal or other reasonable means) circumstances),91 the net Fair Market Value of such assets, and each Member’s Capital Account assets as of the date of dissolution shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and determined by negotiation among the Members (requiring the consent of a Majority Interest of the Members to whom the assets are not being distributed) or by independent appraisal. Such assets shall be deemed to have been sold as of the date of dissolution, and any Net Profits or Net Losses resulting from such sales or deemed sales shall be allocated to the Members’ and Assignees’ Capital Accounts in accordance with Article IX above.9 of this Agreement; (dii) All assets Discharge all liabilities of the Company, including liabilities to Members and Assignees who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Assignees for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for the Company’s contingent liabilities (for purposes of determining the Capital Accounts of the Members and Assignees, the amounts of such reserves shall be deemed to be an expense of the Company shall be applied and distributed by until such contingent liabilities are resolved); and (iii) Distribute the Liquidators remaining assets in the following order: (iA) First, Distribute to the creditors of Members and Assignees the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, remaining assets in accordance with the positive balance (if any) in of each Member’s and Assignee’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs), either in cash or in kind, as determined by the Manager, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their Fair Market Value. Any such distributions to the Members and Assignees in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury RegulationsRegulations.92 (B) Thereafter distribute to the Members and Assignees in accordance with their Percentage Economic Interests. (eb) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treas. Reg. § 1.704-1(b)(2)(ii)(g) of the Regulations1(b), if any Member or Assignee has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member or Assignee shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s or Assignee’s Deficit Capital Account shall not be considered a debt owed by such Member or Assignee to the Company or to any other Person for any purpose whatsoever. (c) The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.93

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall then immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority begin to wind up the affairs of the Company consistent with maximization of realization as to the Company’s assets. All Shareholders acknowledge that final collection of such indebtedness and to make distributions as provided hereindistribution with respect thereto may extend over a period of years and that winding up will proceed consistently with the foregoing. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Board Managers shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets consistent with realization of full value of such assets and collection of any assets outstanding (except to the extent the Manager(s) may determine to distribute any assets to Shareholders and Economic Interest Holders in kind. If ); (ii) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Shareholders in accordance with Article IX above.10 hereof; (diii) All assets Discharge all liabilities of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstCompany, including liabilities to Shareholders who are creditors, to the creditors extent otherwise permitted by law, other than liabilities to Shareholders for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company; (iiiv) NextThe remaining assets shall be distributed to Shareholders and Economic Interest Holders, to setting up either in cash or in kind, as determined by the reserves that the Liquidators may deem reasonably necessary Board of Managers, with any assets distributed in kind being valued for contingent or unforeseen liabilities or obligations of the Company; (iii) Finallythis purpose at their fair market value, in accordance with the positive balance (if any) in each MemberShareholder’s or Economic Interest Holder’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs)) with the balance, with any balance in excess thereof if any, being distributed in proportion pro rata to the Members’ respective Ownership PercentagesShareholders and Economic Interest Holders in accordance with the Economic Interests held by such holders. Any such distributions in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(21 (b)(2)(ii)(b)(2) of the Treasury Regulations. (ev) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by the Board of Managers. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of Shareholders shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (c) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1 (b)(2)(ii)(g) of the Treasury Regulations, if any Member Shareholder or Economic Interest Holder has a deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member Shareholder or Economic Interest Holder shall have no obligation to make any a Capital Contribution, and Contribution sufficient to eliminate the negative balance of such MemberShareholder’s Capital Account shall not be considered a debt owed by such Member to Account. (d) Upon completion of the winding up, liquidation, and distribution of the assets, the Company or to any other Person for any purpose whatsoevershall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) Upon the dissolution of the CompanyCompany because of an occurrence of any of the events described in Section 10.1, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Article X. Upon dissolution the occurrence of an event requiring winding up of the Company, an accounting the Board shall be made by act as the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionLiquidating Trustee. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein, subject to the same restrictions under Section 7.3 as if the Liquidating Trustee were the Board. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are sold or otherwise liquidated for value, the Liquidating Trustee shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets shall be determined in accordance with Section 7.9, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveVI. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the CompanyCompany (including any Member who has made a loan to the Company that remains outstanding) other than liabilities to Members on account of their Capital Contributions or on account of a Member’s withdrawal from the Company or pursuant to a withdrawal of capital; (ii) Nextsecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;; and (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shallthereafter, to the extent practicable, be made Members in accordance with, and to the extent of, the positive balances of their Capital Accounts (after all adjustments to such Capital Accounts have been made for such taxable year, including to reflect any Profits or Losses to be allocated to the Members in connection with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) dissolution and liquidation of the Treasury RegulationsCompany). (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. OPERATING AGREEMENT OF BADLANDS POWER FUELS, LLC, A NORTH DAKOTA LIMITED LIABILITY COMPANY (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager(s) shall: (1) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind. If ), (2) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members’ and each Member’s Economic Interest Owners’ Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.hereof, (d3) All assets Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies and foreseeable liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be applied and distributed by deemed to be an expense of the Liquidators Company), (4) Distribute the remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the Company;Article IX and Section 8.03 of this Operating Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager(s), with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.03(b)(1). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall will be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein.Managing Member will: (cb) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets in kind. If as promptly as practicable; (c) allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated pursuant to and among the Members in accordance with Article IX above.this Agreement; (d) All assets discharge all liabilities of the Company, including liabilities to the Members as creditors of the Company shall be applied and distributed to the extent permitted by law; and (e) distribute the Liquidators in the following order: remaining assets to Members (i) First, to if the creditors of event causing the Company; ’s dissolution occurred during the Development Period, in accordance with Section 7.2(b) and (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finallyotherwise, in accordance with the positive balance (if any) in each Member’s their Capital Account Accounts (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs). The Company may make any payment pursuant to this Section, including in connection with a liquidating distribution, in cash or in a form other than cash, in each case as determined by the Managing Member. For such purposes, the value of any balance non-cash assets distributed shall be as determined in excess thereof being distributed in proportion to good faith by the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury RegulationsManaging Member. (ef) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if If any Member has a deficit balance in such Member’s Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall will have no obligation to make any Capital Contribution, and the negative deficit balance of such Member’s Capital Account shall will not be considered a debt owed by such the Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either Manager shall: (i) sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets in kind. If promptly as practicable; (ii) allocate any assets are Net Profit or Net Loss or items of income, gain, loss or deduction resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above8 hereof; (iii) discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company; and (iv) distribute any remaining Distributable Cash in accordance with the provisions of Sections 9.1 through 9.5 hereof, provided that BIC Funds shall be distributed solely to Inland. (di) All If the Manager has been unable to completely liquidate its interest in all of the Projects prior to the expiration of the Term, Inland will have sixty (60) days after the expiration of the Term to deliver to the Board written notice (the “Liquidation Notice”) stipulating a price for each of the remaining Projects (each price a “Liquidation Price”, in the aggregate, the “Total Liquidation Price”). The Board shall have thirty (30) days from the date it receives the Liquidation Notice to elect by written notice to Inland and the Executive Committee either to cause the Company (x) to sell the remaining Projects to Inland for the Total Liquidation Price, or (y) require that the Executive Committee sell the remaining Projects to one or more third party purchasers on the open market for not less than 100% of the Liquidation Price for such Project. If the Board elects to proceed under clause (x) above, the Company shall sell Inland the remaining assets of the Company for the Total Liquidation Price. The Closing of such sale shall occur within ninety (90) days after the Board’s election and the Company and Inland shall execute such instruments as are necessary or advisable to consummate such sale. (ii) If the Board fails to deliver notice of its election prior to the expiration of such thirty (30) day period, the Board conclusively will be deemed to have elected to proceed pursuant to clause (c)(i)(y) above. If the Board elects to proceed pursuant to clause (c)(i)(y) above, either affirmatively or through the passage of time, then the Manager shall market the remaining assets of the Company on the open market and through such marketing effort the Manager shall determine the fair market value of each of the remaining Projects (the “Fair Market Value”). If the sum of the Fair Market Values for the remaining Projects (the “Aggregate Fair Market Value”) is greater than 97% of the Total Liquidation Price but less than 100% of the Total Liquidation Price, then Inland will have the right to purchase the remaining Projects for the Aggregate Fair Market Value. If the Aggregate Fair Market Value is less than 97% of the Total Liquidation Price, then upon the mutual approval of the Members, the Company shall either (x) sell the remaining assets of the Company to Inland for the Aggregate Fair Market Value, (y) sell the remaining assets of the Company to one or more third parties, or (z) extend the term of the Company for one (1) year and the Members shall repeat the foregoing procedure; provided, however, that after the Board receives the Liquidation Notice from Inland, if the Board elects to require the Executive Committee to sell the remaining assets of the Company to third party purchasers pursuant to clause (c)(i)(y) above, then Inland shall not subsequently have any right to purchase the assets of the Company pursuant to this Section 13.6(c) and the remaining assets of the Company shall be applied and distributed sold by the Liquidators in Executive Committee on the following order: (i) First, open market to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationsa third party purchaser. (ed) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) All Members and the Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) 10.4.1 Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionthe Dissolution Event. The Manager(s), or if none, Member appointed by the Person or Persons selected by Majority Interest of other Member as the Members liquidator (the “Liquidators”"Liquidator") shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority . 10.4.2 If the Company is dissolved and its affairs are to wind up be wound up, the affairs Liquidator shall: (i) Sell or otherwise liquidate all of the Company and to make distributions Company's assets as provided herein.promptly as practicable, (cii) Upon dissolution Discharge all liabilities of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute including liabilities to Members who are creditors (including with respect to Affiliate Subordinated Indebtedness and any amounts owed to Mediacom Management and deferred pursuant to the Credit Agreement), to the extent otherwise permitted by law, other than any liabilities to Members all or any portion for distributions declared but not yet paid by the Company, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company’s , (iii) Allocate any profit or loss resulting from the sales of Company assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.this Agreement, and (div) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i1) FirstIf any assets of the Company are to be distributed in- kind, the net fair market value of such assets as of the date of the Dissolution Event shall be determined by an independent appraisal or the Tax Matters Partner. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the creditors provisions of the Company;this Agreement to reflect such deemed sale. (ii2) NextIn accordance with Section 7.5 hereof, to setting up either in cash or in-kind, as determined by the reserves that the Liquidators may deem reasonably necessary Liquidator, with any assets distributed in-kind being valued for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, this purpose at their fair market value in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) 10.4.3 Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during in which such the liquidation occurs), such Member shall have no obligation to make any Capital Contributioncontribution to capital, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. 10.4.4 Upon completion of the winding up, liquidation and distribution of assets, the Company shall be deemed terminated.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants accountant or accounting firm then serving the Company of the accounts of the Company and of the Company’s assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager shall: (i) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members in kind. ); (ii) Allocate any Profit or Loss resulting from such sales to the Members’ Capital Accounts in accordance with Article V hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingent or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company); (iv) Distribute the remaining assets in the following order: (1) If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members shall be charged or credited, as adjusted pursuant to the case may be, as if provisions of Article V of this Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d2) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, as determined by the Manager, with any balance assets distributed in excess thereof kind being valued for this purpose at their Gross Asset Value. Thereafter, any remaining cash or property shall be distributed to the Members in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationstheir Percentage Interests. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit balance in his or her Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which that such liquidation occurs), such Member shall have no obligation to make any additional Capital ContributionContribution to the Company to restore the Capital Account to zero dollars ($0.00), and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. (e) The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Board of Managers may wind up the Company's affairs provided that the Board of Managers has not wrongfully dissolved the Company, no further business shall be conducted except for but the taking Court of such action as shall be necessary for Chancery, upon cause shown, may wind up the winding up Company's affairs upon application of the affairs of the Company any Member or his legal representative, and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04in connection therewith, may appoint a liquidating trustee. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of If the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets is dissolved and its affairs are to be distributed in kindwound up, the Liquidators Board of Managers shall ascertain cause the fair market value WFOE (unless the WFOE is sold or otherwise transferred by appraisal or other reasonable meansthe Company) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members liquidate in accordance with Article IX above. (d) All assets the provisions of PRC law and its Articles of Association, cause the Company shall be applied Board of Directors to serve on the WFOE's liquidation committee, and distributed by the Liquidators in the following ordershall: (i) First, to the creditors Sell or otherwise liquidate all of the Company's assets and the WFOE's assets as promptly as practicable, giving priority to the extent possible under law, to Herbalife to purchase the assets of the Herbalife Division and to Leiner to purchase the assets of the Leiner Division; (ii) NextDetermine and allocate any Net Profit or Net Loss resulting from such sales to the Members' Capital Accounts in accordance with Articles 10.1, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company10.2 and 11; (iii) FinallyDischarge all liabilities of the Company, including liabilities to Members who are creditors of the Company to the extent permitted by law, excluding liabilities for distributions to Members under Article 11.5; and (iv) Distribute the remaining assets to Members in accordance with the positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion giving priority to the Members’ respective Ownership Percentagesextent possible under law, to Herbalife in respect of the assets of the Herbalife Division and to Leiner in respect of the assets of the Leiner Division. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with within the time requirements set forth specified in Section 1.704-1(b)(2)(ii)(b)(2l(b)(2)(ii)(b)(2) of the Treasury Regulations. (d) Upon completion of the winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. (e) Notwithstanding anything The Board of Managers shall comply with all requirements of applicable law pertaining to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) winding up of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including affairs of the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, Company and the negative balance final distribution of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverits assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting examination shall be made by the Company’s 's accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until through the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Members shall: (i) Sell or otherwise liquidate all of the Company's assets (except to the extent the Members may determine to distribute any assets to the Members in kind) in a reasonable manner and time designed to maximize the value of such assets and avoid lower prices because of a forced sale; (ii) Allocate any profit or loss resulting from such sales to the Members' Capital Accounts in accordance with Article VII hereof; (iii) Discharge all liabilities of the Company, including liabilities to the Members who are creditors, to the extent otherwise permitted by law, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company; and (iv) Distribute the remaining assets to the Members in accordance with ARTICLE VI. (c) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. Within a reasonable time after complete liquidation, each of the Members shall be furnished with a statement prepared by the Company's accountants, which shall set forth the assets and liabilities of the Company as at the date of dissolution and the proceeds and expenses of the disposition thereof. (d) The Liquidators Members shall have full authority comply with all requirements of applicable law pertaining to wind the winding up of the affairs of the Company and to make distributions as provided hereinthe final distribution of its assets. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Managers shall: (1) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Managers may determine to distribute any assets to the Members in kind. If ), (2) Allocate any assets are Net Profit or Net Loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members’ and each Member’s Economic Interest Owners’ Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.hereof, (d3) All assets Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be applied and distributed by deemed to be an expense of the Liquidators Company), (4) Distribute the remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the Company;Article IX and Section 8.3 of this Operating Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager (s), with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.3(b) (i). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(21(b)(2) (ii) (b) (2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g1(b) (2) (ii) (g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (d) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (e) The Managers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon In the event of dissolution of the Company, no further business the Company shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company liquidated and the distribution of its assets to the Members pursuant to the provisions of distributed in accordance with this Section 14.04Agreement. (ba) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, operations1 from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon In the event of the dissolution and termination of the Company, the Liquidators Managers shall either sell proceed to the assets dissolution and liquidation of the Company at under the best price available, or the Liquidators may distribute to the Members all or any portion provisions of the Company’s assets in kindAct. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) The proceeds of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company liquidation shall be applied and distributed by the Liquidators in the following orderorder of priority: (i) First, To the payment of the debts and liabilities of the Company (other than any loans or advances that may have been made by the Members to the creditors Company) and the expenses of the Company;liquidation. (ii) Next, to To the setting up of any reserves which the reserves that the Liquidators Managers may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Members arising out of or in connection with the Company;. Such reserves shall be paid over by the Members to a commercial bank located in the State of Delaware, as Escrowee, to be held for payment of any of the aforementioned contingencies, and, at the expiration of such period as the Managers shall deem advisable, to distribute the balance thereafter remaining in the manner hereinafter provided. (iii) FinallyTo the repayment of any loans or advances that may have been made by any of the Members to the Company, but if the amount available for such repayment shall be insufficient, then pro rata on account thereof or in accordance with the positive instruments securing said loans. (iv) Any balance (if any) in each Member’s Capital Account (as determined after taking into account remaining shall be distributed among all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made Members on a pro-rata basis and in accordance with their ending capital account balance. The Managers shall determine whether to sell any Company property in connection with the termination of the Company or to distribute any portion thereof in kind. Any property distributed in kind in the liquidation shall be valued at its fair market value and treated for Company accounting (but not tax) purposes as though such property were sold and the cash proceeds distributed. (c) A reasonable time requirements shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the normal losses attendant upon a liquidation. Each of the Members shall be furnished with a statement prepared by the Company's accountant, which shall set forth the assets and liabilities of the Company at the date of complete liquidation. Upon the Member's compliance with the distribution plan set forth in Section 1.704-1(b)(2)(ii)(b)(2) of Paragraph 24 hereof (including payment over to the Treasury RegulationsEscrowee if there are sufficient funds therefor), the Members shall execute, acknowledge, and cause to be executed all documents necessary to dissolve and terminate the Company. (ed) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(gl(b) (2) (ii) (g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributioncapital contribution, and the negative balance of such Member’s Capital 's capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) The Manager(s) shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants Members or, at any Member's request, an independent accounting firm mutually acceptable to the Members, of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of the dissolution. The Manager(s)Members, a Person designated by the Members by unanimous consent or if none, the Person or Persons selected required by Majority Interest of law to wind up the Company's affairs (the Members (or such other Person being referred to herein as the “Liquidators”"Liquidating Agent") shall immediately proceed to wind up the affairs of the Company. The Liquidators Except as provided in Section 8.3(b)(i), the Members will continue to share profits and losses during the period of liquidation in accordance with Article V. In performing its duties, the Liquidating Agent is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in any reasonable manner that the Liquidating Agent shall have full authority determine to wind up be in the affairs best interests of the Members, subject to applicable law. (b) Following the payment of, or provision for, all debts and liabilities (including liabilities to Members who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions and the return of capital) of the Company and all expenses of liquidation, and subject to make distributions the right of the Liquidating Agent to set up such cash reserves as provided herein. (c) Upon dissolution the Liquidating Agent may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, the Liquidators shall either sell proceeds of the assets liquidation and any other funds (or other remaining assets) of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to will be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstIf dissolution occurs during the Restricted Period, the Interpublic Members shall receive a priority distribution of any available funds or assets up to the creditors Make Whole Amount, if any. If any assets of the Company;Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value. If dissolution occurs during the Restricted Period, net profits and net losses arising as a result of the liquidation of the Company (including any net profits and net losses attributable to the deemed sale of assets pursuant to the immediately preceding sentence) shall be allocated among the Members in accordance with Article V; provided however, that such allocations shall be modified to take account of the priority distribution to the Interpublic Members of a Make Whole Amount so that to the extent possible the Capital Account balances of the Members will reflect the amounts they are entitled to receive on dissolution of the Company (including the payment of a Make Whole Amount to the Interpublic Members). If there are any assets available following the priority distribution to the Interpublic Members, such assets shall be distributed to the Interpublic Members and the All American Members in accordance with their respective positive Capital Account balances. (ii) Next, to setting up If dissolution occurs after the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations termination of the Company;Restricted Period: (iiiA) FinallyIf any assets of the Company are to be distributed in kind, in accordance with the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, 37 38 and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of Article V. (B) The positive balance (if any) in of each Member’s 's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members in cash or, if both Members agree, in kind with the net fair market value of any balance in excess thereof being assets distributed in proportion to kind being determined by agreement of the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. If the Company is dissolved and its affairs are to be wound up, the Managers shall: (aA) Upon dissolution Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Managers may determine to distribute any assets to the Members in kind), (B) Allocate any Profit or Loss resulting from such sales to the Members' and Financial Interest Owners' Capital Accounts in accordance with this Operating Agreement, (C) Discharge all liabilities of the Company, no further business shall including liabilities to Members and Financial Interest Owners who are also creditors, to the extent otherwise permitted by law, other than liabilities to Members and Financial Interest Owners for distributions and the return of capital, and establish such reserves as may be conducted except reasonably necessary to provide for the taking of such action as shall be necessary for the winding up of the affairs contingent liabilities of the Company and (for purposes of determining the distribution Capital Accounts of its assets to the Members pursuant and Financial Interest Owners, the amounts of such reserves shall be deemed to the provisions of this Section 14.04. (b) Upon dissolution be an expense of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein., (cD) Upon dissolution of Distribute the Company, remaining assets in the Liquidators shall either sell the following order: (1) If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Financial Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveprovisions of this Operating Agreement. (d2) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s 's and Financial Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs), with any balance in excess thereof being ) shall be distributed in proportion to the Members’ respective Ownership Percentages, either in cash or in kind, as determined by the Members. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, Account shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) allocation regulations under section 704 of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeverCode.

Winding Up, Liquidation and Distribution of Assets. (a) Upon the dissolution of the CompanyCompany because of an occurrence of any of the events described in Section 10.1, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Article X. Upon dissolution the occurrence of an event requiring winding up of the Company, an accounting the Board shall be made by act as the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionLiquidating Trustee. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein, subject to the same restrictions under Section 7.3 as if the Liquidating Trustee were the Board. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s assets in kind. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are sold or otherwise liquidated for value, the Liquidating Trustee shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets shall be determined in accordance with Section 7.10, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveVI. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: : (i) Firstfirst, to the creditors of the Company; Company (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shallincluding, to the fullest extent practicablepermitted by law, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member who has made a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member loan to the Company that remains outstanding) in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof (including by setting up reserves for contingent, conditional or unmatured liabilities)), other than liabilities to any other Person for any purpose whatsoever.Members on account of their Capital Contributions or on account of a Member’s withdrawal from the Company or pursuant to a withdrawal of capital; and

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the CompanyLLC, no further business the Members or a person selected by the Members to act as a liquidating trustee (the “Liquidating Trustee”), shall wind up the affairs of the LLC pursuant to the following provisions. For any Fiscal Year of the LLC in which an event occurs resulting in the dissolution or liquidation of the LLC, and for each Fiscal Year thereafter, each item of income, gain, loss or deduction which comprises the LLC’s Net Profit and Net Loss for any such Fiscal Year shall be conducted except credited or charged to the Capital Accounts of the Members (which Capital Accounts shall first be adjusted to take into account all distributions made during the Fiscal Year) in accordance with Section 7.3. The Members or the Liquidating Trustee, as applicable, shall, as soon as practicable, determine which assets, if any, will be distributed in-kind to the Members pursuant to Section 11.3. Thereafter, the Members or the Liquidating Trustee, as applicable, shall sell or otherwise liquidate the assets of the LLC, other than those that will be distributed in-kind to Members, after which the assets of the LLC or the proceeds therefrom, shall be distributed or used as follows and in the following order or priority: (i) First, for the taking payment of such action the debts and liabilities of the LLC; (ii) Second, to the withholding of any reserves that the Members or the Liquidating Trustee may deem reasonably necessary (considering, among other things, the previous experiences of the Liquidating Trustee with respect to the adequacy of reserves) for any unforeseen or unfixed or contingent liabilities or obligations of the LLC; (iii) Third, to SSA Ventures in an amount equal to any amounts remaining undistributed under Section 8.1(a) for the current and all prior Fiscal Years; and (iv) Finally, any remaining assets will be distributed to the Members in accordance with their positive Capital Account balances (as decreased for any distributions under Section 11.2(a)(iii)) in accordance with Regulations 1.704-1(b)(2)(ii)(b)(2). (b) Except as provided by law or as expressly provided in this Agreement, upon dissolution, each Member shall look solely to the assets of the LLC for the return of its Capital Contributions. If the LLC property remaining after the payment or discharge of the debts and liabilities of the LLC is insufficient to return the cash contribution of one or more Members, the Members shall have no recourse against any other Member. (c) Upon completion of the winding up, liquidation and distribution of the assets, the LLC shall be necessary for terminated. (d) The Members shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company LLC and the final distribution of its assets to the Members pursuant to the provisions of this Section 14.04assets. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if noneManager may cause such accounting to be made by independent accountants and shall cause such accounting to be made by independent accountants upon the request of any Member. Upon dissolution of the Company, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the business and affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution In winding up the business and affairs of the Company, the Liquidators shall either Manager shall: (i) sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute assets to the Members in kind. ); (ii) allocate the profits or losses resulting from such sales to the Members’ Capital Accounts in accordance with the provisions of this Operating Agreement; (iii) discharge all liabilities of the Company (including liabilities to Members who are also creditors, to the extent permitted by law) other than liabilities to Members for distributions, and establish such reserves as the Manager deems reasonable to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company); and (iv) distribute the remaining assets in accordance with the following: (A) If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by the Majority Vote of such assetsall of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members shall be charged or credited, as adjusted under the case may be, as if provisions of Articles V and VI of this Operating Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (dB) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstThe positive balance, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in , of each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs)) shall be distributed to the Members, subject to the priority of distributions set forth in Article VI either in cash or in kind, as determined by the Manager, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their net fair market value. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything In connection with liquidation, the Company may offset damages for breach of this Operating Agreement by a Member against the amount otherwise distributable to the contrary in Member, under Article VI. (d) Any provisions of this Operating Agreement, upon Agreement which eliminates any liability of a “liquidation” within the meaning Member to restore any portion of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including balance in the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account Account, shall not be considered a debt owed by such Member also apply to deficit balances in Capital Accounts upon liquidation of the Company. (e) When all debts, liabilities and obligations of the Company have been paid and discharged or adequate provisions have been made therefor and when all of the remaining property and assets have been distributed to the Members, the Company or shall be deemed terminated. (f) The Manager and other Members shall comply with all applicable laws pertaining to any other Person for any purpose whatsoeverthe winding up of the business and affairs of the Company and the distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of all the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of the dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Company shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of If the Company is dissolved and its affairs are to make distributions as provided herein.be wound up, the Company shall: (c) Upon dissolution a. Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Member(s) may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ); b. Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members' and each Member’s Eco- nomic Interest Owners' Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.; (d) All assets c. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distribu- tions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capi- tal Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be applied and distributed by deemed to be an expense of the Liquidators Company); d. Distribute the remaining assets in the following order: (i) FirstIf any assets if the Company are to be distributed in kind, the net fair market value of those assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the CompanyArticle IX and section 8.03 of this Operating Agreement to reflect such deemed sale; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, as determined by the Company, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership Percentagessection 11.03(b)(i). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section Treas. Reg. §1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (eiii) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treas. Reg. §1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable tax-able years, including the year during which such liquidation liquidations occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. e. Upon completion of winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. f. The Company shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company unless it is reconstituted and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if nonecontinued, the Person Manager or Persons selected by Majority Interest of the Members its designee (the “LiquidatorsLiquidator”) shall immediately proceed to wind up the affairs of the Company. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made, by a recognized firm of certified public accountants, of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution shall occur or the final liquidation shall be completed, as applicable. The Liquidators Liquidator shall have full power and authority to sell, assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and to make distributions businesslike manner and on such terms and conditions as provided herein. (c) it deems necessary or advisable, without the consent of the Members; provided, however, that the sale, assignment or encumbrance of any Company assets shall require the consent of the Manager. Upon dissolution liquidation of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following ordermanner and order of priority: (i) First, to the creditors payment and discharge of all debts and liabilities of the CompanyCompany to creditors in the order of priority as provided by law, and of the costs and expenses of liquidation; (ii) NextSecond, to setting up establish such reserves as the reserves that the Liquidators may deem Liquidator deems reasonably necessary or advisable, or as required by the Act, to provide for the contingent or unforeseen liabilities or obligations of the Company in connection with the liquidation of the Company; (iii) FinallyThird, to the payment and discharge of all debts and liabilities of the Company to the Members who may be creditors in the order of priority as provided by law; and (iv) Fourth, to the Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations4.1 hereof. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Members shall immediately proceed to wind up the affairs of the Company, no further business shall be conducted except for Company in accordance with the taking requirements of such action as shall be necessary for the Act and other applicable law. In furtherance of the winding up of the affairs Company, the Members shall: (i) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to themselves in kind); (ii) discharge or make reasonable provision for all liabilities of the Company, including liabilities to Members who are also creditors, other than liabilities to Members for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company and (for purposes of determining the distribution capital accounts of its the Members, the amount of such reserves shall be deemed to be an expense of the Company). (iii) distribute the remaining assets of the Company in the following order of priority: (1) To each Member, with respect to the Members pursuant cumulative amount of all accrued but unpaid pre-dissolution distributions for which the Company is liable to the provisions Member, the amount of this Section 14.04such liability. (2) To each Member, with respect to his, her or its unreturned capital contribution, an amount equal to the positive balance (if any) in his or her capital account (as determined after taking into account all capital account adjustments for the Company's taxable year during which the liquidation occurs) or, if the assets available to be distributed hereunder are insufficient to cover the aggregate of all Members' positive balances, a proportionate amount based upon the relative positive balances of the Members; and (3) To each Member, with respect to his, her or its Membership Interest, a proportionate share of the remaining assets equal to his or her Membership Interest. (b) Upon dissolution of the Company, The Members shall cause an accounting shall to be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assets, and each Member’s Capital Account the Members. Such assets shall be charged or credited, as the case may be, as if such asset had deemed to have been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveproportion to their Membership Interest as of the date of dissolution for their fair market value, and the capital accounts of the Members shall be adjusted to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account capital account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributioncapital contributions, and the a negative balance of such Member’s Capital Account 's capital account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company any reason under Sections 14.1 and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company14.2, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, operations from the date of the last previous accounting until the date of dissolution. The Manager(sIn connection with any Permitted Withdrawal, the Members, acting through their representatives on the Board, shall jointly oversee and control the dissolution of the Company and the winding up of its affairs under this Article XIV. In connection with any Involuntary Withdrawal or any Change of Control Withdrawal, the Non-Withdrawing Member or the Non- Resigning Member, as applicable (the "Liquidating Member"), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs oversee and control any related dissolution of the Company. The Liquidators Subject to Section 14.2(b)(ii), if the Company is dissolved and its affairs are wound up, then all licenses and other rights granted by the Members to the Company hereunder and under the Ancillary Agreements shall have full authority terminate and all rights thereunder shall revert to wind up the affairs grantor thereof, and the provisions of Article XI shall govern the post-liquidation use of any Company Trademarks, Member Trademarks and other intellectual property rights. Further, the Board or the Liquidating Member, as applicable, shall, subject to Sections 14.1 and 14.2: (a) Except as set forth above, sell or otherwise liquidate all of the Company and Company's assets as promptly as practicable (except to make distributions as provided hereinthe extent the Board or Liquidating Member may determine to distribute any assets to the Members in kind). (b) Allocate any profit or loss resulting from such sales to the Members' Capital Accounts in accordance with Article IX. (c) Upon dissolution Discharge all liabilities of the Company, including liabilities to any Member who is a creditor, to the Liquidators shall either sell the assets extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company at (for purposes of determining the best price availableCapital Accounts of the Members, or the Liquidators may distribute amounts of such Reserves shall be deemed to the Members all or any portion be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above). (d) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager(s) shall: (1) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Members in kind. If ), (2) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, Members’ and each Member’s Economic Interest Owners’ Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members Accounts in accordance with Article IX above.hereof, (d3) All assets Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies and foreseeable liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be applied and distributed by deemed to be an expense of the Liquidators Company), (4) Distribute the remaining assets in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the creditors provisions of the Company;Article IX and Section 8.03 of this Operating Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Manager(s), with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership PercentagesSection 12.03(b)(1). Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) 10.4.1 Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionthe Dissolution Event. The Manager(s), or if none, Member appointed by the Person or Persons selected by Majority Interest of other Member as the Members liquidator (the “Liquidators”"Liquidator") shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority . 10.4.2 If the Company is dissolved and its affairs are to wind up be wound up, the affairs Liquidator shall: (i) Sell or otherwise liquidate all of the Company and to make distributions Company's assets as provided herein.promptly as practicable, (cii) Upon dissolution Discharge all liabilities of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute including liabilities to Members who are creditors (including with respect to Affiliate Subordinated Indebtedness and any amounts owed to Mediacom Management and deferred pursuant to the Credit Agreement), to the extent otherwise permitted by law, other than any liabilities to Members all or any portion for distributions declared but not yet paid by the Company, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company’s , (iii) Allocate any profit or loss resulting from the sales of Company assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.this Agreement, and (div) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i1) FirstIf any assets of the Company are to be distributed in- kind, the net fair market value of such assets as of the date of the Dissolution Event shall be determined by an independent appraisal or the Tax Matters Partner. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the creditors provisions of the Company;this Agreement to reflect such deemed sale. (ii2) NextIn accordance with Section 7.4 hereof, to setting up either in cash or in-kind, as determined by the reserves that the Liquidators may deem reasonably necessary Liquidator, with any assets distributed in- kind being valued for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, this purpose at their fair market value in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) 10.4.3 Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Treasury Regulation Section 1.704-1.704- 1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during in which such the liquidation occurs), such Member shall have no obligation to make any Capital Contributioncontribution to capital, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Directors shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs Board of Directors shall: a. Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except any assets which are required to be distributed to the Members in kind); b. Allocate any profit or loss resulting from such sales to the Members' and to make distributions as provided herein.Economic Interest Owners' Capital Accounts in accordance with Article VI above; (c) Upon dissolution c. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators shall either sell the assets extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably 27PAGE necessary to provide for contingencies or liabilities of the Company at (for purposes of determining the best price available, or the Liquidators may distribute to Capital Accounts of the Members all or any portion and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above). (d) All d. Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) Firsti. The Company will distribute to ThermoLase in kind whatever interest it has, if any, in the property contributed by ThermoLase as its Initial Capital Contribution pursuant to section 5.01 of this Operating Agreement. The fair market value of such property shall be deemed to be the fair market value of such property as reflected in the Company's books and records at the time of its contribution to the creditors Company for purposes of adjustments to Capital Accounts under section 5.03 of this Operating Agreement. ii. All additional property of the Company shall be distributed to the Interest Owners in proportion to their Economic Interests. iii. The Company may offset damages for breach of this Operating Agreement by a Member or Economic Interest Owner whose interest is liquidated (either upon the withdrawal of the Member or the liquidation of the Company; (ii) Nextagainst the amount otherwise distributable to the Member under this section 10.04(d); provided, however, that a Member's election pursuant to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurssections 10.01(a)(iii), with any balance in excess thereof being distributed in proportion to (iv) or (v), or the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shalloccurrence of a deadlock as resolved under Article IX, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) shall not constitute a breach of the Treasury Regulationsthis Operating Agreement. (e) e. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section Treas. Reg. e 1.704-1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. f. Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. g. The Board of Directors shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. 28PAGE

Winding Up, Liquidation and Distribution of Assets. (a) 14.3.1 Upon dissolution of dissolution, the CompanyManagers or, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of . 14.3.2 If the Company is dissolved and its affairs are to make distributions as provided herein. (c) Upon dissolution of the Companybe wound up, the Liquidators shall either sell the assets of the Company at the best price available, shall: (a) Sell or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable; (b) Allocate any items of income, gain, loss, deduction, and credits resulting from such sales to the Members and Economic Interest Owners in kindaccordance with Article 10 hereof; (c) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or unliquidated liabilities of the Company; and (d) Distribute the remaining proceeds to the Members in accordance with Section 9.1. 14.3.3 In the final taxable year of the Company, before making the final distributions provided for in Section 14.3.2(d), Profits and Losses shall be credited or charged to Capital Accounts of the Members (which Capital Accounts shall be first adjusted to take into account all distributions other than liquidating distributions made during the taxable year) in the manner provided in Article 10. If any The allocations and distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the liquidation distributions of the Company’s assets pursuant to Section 14.3.2(d) being equal to the amount distributable to such Member pursuant to Section 14.3.2(d). The Managers are authorized to make appropriate adjustments in the allocation of Profits and Losses and, if necessary, items of gross income and gross deductions of the Company, for the taxable year of liquidation of the Company (and, if earlier, the taxable year in which all or substantially all of the Company’s assets are sold, transferred or disposed of) as necessary to be distributed in kind, cause the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) amount of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, immediately prior to the creditors distribution of the Company; (ii’s assets pursuant to Section 14.3.2(d) Nextto equal the amount distributable to such Member pursuant to Section 14.3.2(d). Notwithstanding the foregoing, to setting up nothing in this Section 14.3.2 shall affect the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion amounts distributable to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Members under Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations14.3.2(d). (e) 14.3.4 Notwithstanding anything to the contrary in this Operating Limited Liability Company Agreement, if at any time (including upon liquidation of the Membership Interest or Economic Interest of a “liquidation” Member or Economic Interest Holder, or the winding up of the Company, or a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the taxable year during which such liquidation event occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company Company, any other Member or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution termination of the Company, an accounting shall be made by the Managers or the Company’s 's accountants of the accounts of the Company and or other financial professional of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionwinding up. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. b) If the Company’s affairs are to be wound up, the Managers shall: 1. The Liquidators shall have full authority Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to wind up the affairs extent the Manager may determine to distribute any assets to the Members in kind), 2. Notify creditors of the Company of the filing and, to the extend funds are available, discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for Distributions, and establish such Reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such Reserves shall be deemed to be an expense of the Company), 3. Distribute the remaining assets in accordance with the Act and to make distributions as provided hereinthe extent the Members have positive capital accounts; and 4. Notify the Secretary of State's Office in and for the State of Texas. , within thirty (c30) Upon days of dissolution of the Company, the Liquidators shall either sell the assets of that the Company at the best price available, or the Liquidators may distribute is being dissolved and take such steps and execute such documents as are necessary to the Members all or any portion of revoke the Company’s assets registration with the Secretary of State's Office in kind. If any assets are to be distributed in kindand for the State of Texas. c) Upon completion of the winding up, liquidation and distribution of the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulationsdeemed terminated. (ed) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. e) The Managers shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution dissolution, the Management Committee, through actions requiring a 2/3 vote thereof, shall immediately proceed to wind up the affairs of the Company, no further business shall be conducted except for Company in accordance with the taking requirements of such action as shall be necessary for the Act and other applicable law. In furtherance of the winding up of the affairs Company, the Members shall: (i) sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to themselves in kind); (ii) discharge or make reasonable provision for all liabilities of the Company, including liabilities to Members who are also creditors, other than liabilities to Members for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company and (for purposes of determining the distribution capital accounts of its the Members, the amount of such reserves shall be deemed to be an expense of the Company). (iii) distribute the remaining assets of the Company in the following order of priority: (1) To each Member, with respect to the Members pursuant cumulative amount of all accrued but unpaid pre-dissolution distributions for which the Company is liable to the provisions Member, the amount of this Section 14.04such liability. (2) To each Member, with respect to his, her or its unreturned capital contribution, an amount equal to the positive balance (if any) in his or her capital account (as determined after taking into account all capital account adjustments for the Company's taxable year during which the liquidation occurs) or, if the assets available to be distributed hereunder are insufficient to cover the aggregate of all Members' positive balances, a proportionate amount based upon the relative positive balances of the Members; and (3) To each Member, with respect to his, her or its Membership Interest, a proportionate share of the remaining assets equal to his or her Membership Interest. (b) Upon dissolution of the Company, The Members shall cause an accounting shall to be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assets, and each Member’s Capital Account the Members. Such assets shall be charged or credited, as the case may be, as if such asset had deemed to have been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveproportion to their Membership Interest as of the date of dissolution for their fair market value, and the capital accounts of the Members shall be adjusted to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account capital account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contributioncapital contributions, and the a negative balance of such Member’s Capital Account 's capital account shall not be considered a debt owed by such Member to the Company or to any other Person person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution Section. Parent shall act as the Liquidating Trustee, or, if Parent is unable to act as Liquidating Trustee, then Members owning a majority of the Company, an accounting Ownership Percentages shall be made by appoint the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionLiquidating Trustee. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution of the Company, the Liquidators Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidators Liquidating Trustee may distribute to the Members all or any portion of the Company’s 's assets in kind. If any assets are to be distributed in kind, the Liquidators Liquidating Trustee shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s 's Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX VII above. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) First, to the creditors of the Company; (ii) NextSecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) FinallyThird, to the Members in an amount equal to the positive balances of their Capital Accounts in the proportion of such positive balances (after such Capital Accounts have been adjusted to reflect any Profits or Losses to be allocated to the Members in connection with the dissolution and liquidation of the Company); and (iv) Thereafter, to the Members in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ their respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (ed) Notwithstanding anything to the contrary in this Operating Agreement, Except as provided by law upon a “"liquidation” " within the meaning of Section 1.704-1(b)(2)(ii)(gl(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Manager shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs Manager shall: a. Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Manager(s) may determine to distribute any assets to the Member in kind); b. Allocate any profit or loss resulting from such sales to the Member and to make distributions as provided herein.Economic Interest Owners' Capital Accounts in accordance with Article IX above; (c) Upon dissolution c. Discharge all liabilities of the Company, including liabilities to Member and Economic Interest Owners who are creditors, to the Liquidators extent otherwise permitted by law, other than liabilities to Member and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Account of the Member and Economic Interest Owners, the amounts of such Reserves shall either sell be deemed to be an expense of the Company); d. Distribute the remaining assets in the following order: i. If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of those assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Interest Owners shall be charged or credited, as adjusted pursuant to the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with provisions of Article IX aboveand section 8.03 of this Operating Agreement to reflect such deemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the . The positive balance (if any) in of each Member’s 's and Economic Interest Owners' Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Member, either in cash or in kind, as determined by the Manager, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their fair market value. Any such distributions to the Member in respect to of its Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section Treas. Reg. Sec. 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) e. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-Treas. Reg. Sec. 1.704- 1(b)(2)(ii)(g) of the Regulations), if any Member has a deficit Deficit Capital Account (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s 's Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. f. Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. g. The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Companydissolution, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companyif there is more than one Member, then an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person person or Persons entity selected by Majority Interest Vote of the Members (the “LiquidatorsLiquidator”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided hereinby the Delaware Act. (cb) Upon dissolution of If the CompanyCompany is dissolved and its affairs are to be wound up, the Liquidators shall either sell the assets of the Company at the best price available, Manager(s) or the Liquidators may distribute to the Members Liquidator shall: (1) Sell or otherwise liquidate all or any portion of the Company’s assets as promptly as practicable (except to the extent the Managers) or Liquidator may determine to distribute any assets to the Members in kind. If ); (2) Allocate any assets are profit or loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.Hereof; (d3) All assets Discharge all liabilities of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstCompany, including liabilities to Members who are creditors, to the creditors extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company; (ii4) NextDistribute the remaining assets to the Members, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent either in cash or unforeseen liabilities or obligations of the Company; (iii) Finallyin kind, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year calendar year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and (5) If any assets of the Company are to be distributed in kind, the net fair market value of such assets shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the capital accounts of the Members shall be adjusted pursuant to the provisions of this Operating Agreement to reflect such deemed sale. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and capital contribution to reduce or eliminate the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoevercapital account.

Winding Up, Liquidation and Distribution of Assets. (a) a. Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), Manager or if none, the Person or Persons selected by Majority Interest majority vote of the Members (the “"Liquidators”") shall immediately proceed to wind up the affairs of the Company. The . b. If the Company is dissolved and its affairs are to be wound up, the Liquidators shall have full authority to wind up the affairs shall: i. Sell or otherwise liquidate all of the Company Company's assets as promptly as practicable (except to the extent the Liquidators may determine to distribute any assets to the Members in kind); ii. Allocate any profit or loss resulting from such sales to the Members' and to make distributions as provided herein.Economic Interest Owners' in accordance with Article X hereof; (c) Upon dissolution iii. Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the Liquidators shall either sell extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company; iv. Distribute the remaining assets in the following order: a. If any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of such assetsthe Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and each Member’s the Capital Account Accounts of the Members and Economic Owners shall be charged or credited, as adjusted pursuant to the case may be, as if provisions of this Operating Agreement to reflect such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX abovedeemed sale. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the b. The positive balance (if any) in of each Member’s 's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Members, either in cash or in kind, as determined by the Liquidators, with any balance in excess thereof being assets distributed in proportion to the Members’ respective Ownership Percentageskind being valued for this purpose at their fair market value. Any such distributions to the Members in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) c. Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. d. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. e. The Liquidators shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. 12.3.1 If the Company is dissolved and its affairs are to be wound up (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs including upon a liquidation of the Company and within the distribution meaning of its assets to the Members pursuant to the provisions of this Section 14.04. (b1.704-1(b)(2)(ii)(g) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(sRegulations), the Board shall: 12.3.1.1 sell or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members otherwise liquidate all or any portion of the Company’s assets as promptly as practicable; 12.3.1.2 allocate Net Profits, Net Losses and other items of income, gain, loss and deduction to the Members’ respective Capital Accounts in kindaccordance with the applicable provisions of this Agreement; 12.3.1.3 discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as the Board may reasonably determine, to be necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of Members, the amounts of such reserves shall be deemed to be an expense of the Company); and 12.3.1.4 distribute the remaining assets not later than the latest time specified for such distributions pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) to the Members in accordance with Section 9.3(b). If any assets of the Company are to be distributed in kind, the Liquidators shall ascertain the net fair market value (of such assets as of the date of dissolution shall be determined by independent appraisal or other reasonable means) by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted to reflect such deemed sale. 12.3.2 Upon completion of the winding-up, liquidation and distribution of the assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentagesdeemed terminated. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit an Adjusted Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital ContributionContribution so as to restore its Capital Account to zero, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company Company, to the other Members, or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon the dissolution of the CompanyCompany because of an occurrence of any of the events described in Section 10.1, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Article X. Upon the occurrence of an event requiring dissolution and unless the Board decides otherwise by Supermajority Approval, the Board shall act as the liquidator (“Liquidating Trustee”). The Liquidating Trustee shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein, subject to the same restrictions under Section 14.046.4, and under the Act. The costs of the winding up shall be borne by the Company. (b) Upon dissolution of the Company, an accounting the Liquidating Trustee shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or available and shall retain the Liquidators may distribute services of an investment banking firm with mergers and acquisition experience in the energy sector to the Members all or any portion establish and conduct an auction of the Company’s Company or its assets as a whole. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. If any assets are sold or otherwise liquidated for value, the Liquidating Trustee shall proceed as promptly as practicable in kinda commercially reasonable manner to implement the procedures of this Section 10.2. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) Fair Market Value of such assetsassets shall be determined in accordance with Section 7.9, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value Fair Market Value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX aboveVI. (dc) All assets of the Company shall be applied and distributed by the Liquidators Liquidating Trustee in the following order: (i) Firstfirst, to the creditors of the CompanyCompany (including any Member who has made a loan that remains outstanding) other than liabilities to Members on account of their Capital Contributions or on account of a Member’s withdrawal from the Company or pursuant to a withdrawal of capital; (ii) Nextsecond, to setting up the reserves that the Liquidators Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company;; and (iii) Finallythird, to the Members in accordance with, and to the extent of, the positive balances of their Capital Accounts (after all adjustments to such Capital Accounts have been made for such taxable year, including to reflect any Profits or Losses to be allocated to the Members in connection with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for dissolution and liquidation of the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion subject to the Members’ respective Ownership Percentages. Any such rights of a Priority Member under Section 5.3(e) to receive certain distributions in respect of its Priority Interest that would otherwise be distributed to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704a Non-1(b)(2)(ii)(b)(2) of the Treasury RegulationsFully Contributing Member. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution the occurrence of the Companyan Event of Dissolution, no further business shall be conducted except for the taking other than as a result of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companya Merger, an accounting shall be made by the Company’s accountants Accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionthe occurrence of such Event of Dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) CBL shall immediately proceed to wind wind-up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (cb) Upon dissolution If the Company is dissolved and its affairs are to be wound-up, CBL shall: (i) Sell or otherwise liquidate all of the Company, 's assets as promptly as practicable (except to the Liquidators shall either sell extent the Members may determine to distribute any assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If ); (ii) Allocate any assets are Net Profit or Net Loss resulting from such sales to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.XIII hereof; (diii) All assets Discharge all liabilities of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstCompany, including liabilities to Members who are creditors, to the creditors extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of the Company; (iiiv) NextDistribute the remaining assets to the Members, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent either in cash or unforeseen liabilities or obligations of the Company; (iii) Finallyin kind, in accordance with the positive balance (if any) in each Member’s the Capital Account of each Member (as determined after taking into account all Capital Account adjustments for the Company’s 's Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ ' respective Ownership PercentagesProfits Interests. Any such distributions in respect to of Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations; and (v) If any assets of the Company are to be distributed in kind, the net fair market value of such assets shall be determined. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Agreement to reflect such deemed sale. (ec) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and Contribution to reduce or eliminate the negative balance of the Capital Account of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) 10.4.1 Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolutionthe Dissolution Event. The Manager(s), or if none, Member appointed by the Person or Persons selected by Majority Interest of other Member as the Members liquidator (the “Liquidators”"Liquidator") shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority . 10.4.2 If the Company is dissolved and its affairs are to wind up be wound up, the affairs Liquidator shall: (i) Sell or otherwise liquidate all of the Company and to make distributions Company's assets as provided herein.promptly as practicable, (cii) Upon dissolution Discharge all liabilities of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute including liabilities to Members who are creditors (including with respect to Affiliate Subordinated Indebtedness and any amounts owed to Mediacom Management and deferred pursuant to the Credit Agreement), to the extent otherwise permitted by law, other than any liabilities to Members all or any portion for distributions declared but not yet paid by the Company, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company’s , (iii) Allocate any profit or loss resulting from the sales of Company assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above.this Agreement, and (div) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i1) FirstIf any assets of the Company are to be distributed in- kind, the net fair market value of such assets as of the date of the Dissolution Event shall be determined by an independent appraisal or the Tax Matters Partner. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the creditors provisions of the Company;this Agreement to reflect such deemed sale. (ii2) NextIn accordance with Section 7.4 hereof, to setting up either in cash or in-kind, as determined by the reserves that the Liquidators may deem reasonably necessary Liquidator, with any assets distributed in-kind being valued for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, this purpose at their fair market value in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) 10.4.3 Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g) of the Regulations1.704- 1(b)(2)(ii)(9), if any Member has a deficit Capital Account (after giving effect to all contributions, distributionsDistributions, allocations and other Capital Account adjustments for all taxable yearsFiscal Years, including the year during in which such the liquidation occurs), such Member shall have no obligation to make any Capital Contributioncontribution to capital, and the negative balance of such Member’s 's Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants independent accountant of the accounts of the Company and of the Company’s assets, liabilities and operations, operations from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest Board of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority . (b) If the Company is dissolved and its affairs are to wind up be wound up, the affairs Board of Managers shall: (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Board of Managers may determine to distribute any assets to the Members in kind); (ii) allocate any Profits or Losses resulting from such sales to the Members’ Capital Accounts in accordance with Article 5; (iii) discharge all liabilities of the Company, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company); and (iv) distribute the remaining assets, if any, in the following order; provided, however, that following any conversion of the Preferred Units into Common Units, the Series A Liquidation Preference shall no longer apply, and the Company’s remaining assets shall be distributed to make the Members in accordance with their Percentage Interests (and subsections (A) and (B) below shall be disregarded): (A) to Elandia in an amount equal to the lesser of (1) an amount equal to (x) the Purchase Price, plus (y) the product of 1,150,000 Elandia Shares and the Fair Market Value Per Elandia Share if Elandia has issued such Elandia Shares to Xxxxxxxx pursuant to Sections 11.13, 11.14 or 11.15 hereof, or (2) Elandia’s Unreturned Capital, plus the product of 1,150,000 Elandia Shares and the Fair Market Value Per Elandia Share if Elandia has issued such Elandia Shares to Xxxxxxxx pursuant to Sections 11.13, 11.14 or 11.15 hereof (the “Series A Liquidation Preference”); (B) the balance, if any, to Xxxxxxxx and his permitted transferees in an amount equal to 42.857% of the amount distributed to Elandia pursuant to subsection (A) above, so that after the distribution required by this subsection (B), cumulative distributions as provided hereinto the Members have been allocated 70% to Elandia, and 30% to Xxxxxxxx and his permitted transferees; and (C) the balance, if any, to the Members in accordance with their Percentage Interests. (c) Upon dissolution of the Company, the Liquidators shall either sell the If any assets of the Company at the best price availabledistributed to Member in connection with any liquidation, dissolution, or the Liquidators may distribute to the Members all or any portion winding up of the Company’s Company are other than cash, then the value of such assets shall be their fair market value as determined in kind. If good faith by the Board of Managers, except that any assets are securities to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets a liquidation, dissolution, or winding up of the Company shall be applied and distributed by the Liquidators in the following ordervalued as follows: (i) FirstThe method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (A) if the securities are then traded on a national securities exchange, the NASDAQ Global Market (or a similar national quotation system) or the NASDAQ Capital Market, then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the creditors distribution; and (B) if actively traded over-the-counter, then the value shall be deemed to be the average of the Company;closing bid prices over the 30-day period ending three (3) days prior to the closing of such merger, consolidation or sale; and (C) if there is no active public market, then the value shall be the fair market value thereof, as determined in good faith by the Board of Managers. (ii) NextThe method of valuation of securities subject to investment letter or other similar restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in (A), (B) or (C) of subsection (c)(i) to setting up reflect the reserves that approximate fair market value thereof, as determined in good faith by the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations Board of the Company;Managers. (iii) FinallyThese assets shall be deemed to have been sold as of the date of dissolution for their fair market value, in accordance with and the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury RegulationsMembers shall be adjusted to reflect such deemed sale. (ed) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit an Adjusted Capital Account Deficit (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such the Member shall have no obligation to make any Capital Contribution, and the negative balance of such the Member’s Capital Account shall not be considered a debt owed by such the Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation, and distribution of the assets, the Company shall be deemed terminated. (f) The Board of Managers shall comply with any applicable requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (g) A (i) consolidation or merger of the Company with or into any other entity in which the holders of the Company’s outstanding Units immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain units or other equity interests representing a majority of the voting power of the surviving entity of such consolidation or merger; or (ii) sale of all or substantially all of the assets of the Company, shall each be deemed to be a liquidation, dissolution or winding up of the Company under this Article 12. Notwithstanding the foregoing, by vote or written consent of the holders of a majority of the Series A Preferred Units then outstanding, such holders may elect on behalf of all of the holders of Series A Preferred Units (i) to waive the right to treat any of the foregoing events as a deemed liquidation and (ii) to receive the benefits of the provisions of Section 13.9 in lieu of a deemed liquidation pursuant to this Section 12.2(g), which election shall be binding upon all holders of Series A Preferred Units.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company-------------------------------------------------- dissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities liabilities, and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) Managers shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority If the Company is dissolved and its affairs are to wind up be wound up, the affairs Managers shall: (a) Collect, sell or otherwise liquidate all of the Company and Company's assets as promptly as practicable (except to make distributions as provided hereinthe extent the Managers may determine to distribute any assets to the Unitholders in kind). (b) Allocate any net profit or net loss resulting from such sales to the Unitholders in accordance with Article 5 above. (c) Upon dissolution Discharge or make provision for the discharge of all liabilities of the Company, including liabilities to Unitholders who are creditors, to the Liquidators shall either sell the assets extent permitted by law, other than liabilities to Unitholders for distributions, and establish such reserves as may be reasonably necessary to provide for contingencies or liabilities of the Company at (for purposes of determining the best price availableCapital Accounts of the Unitholders, or the Liquidators may distribute amounts of such reserves shall be deemed to the Members all or any portion be an expense of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above). (d) All Distribute the remaining assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) FirstIf any assets of the Company are to be distributed in kind, the net fair market value of those assets as of the date of termination shall be determined by independent appraisal or by agreement of the Unitholders. Those assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Unitholders shall be adjusted pursuant to the creditors provisions of the Company;this Agreement to reflect such deemed sale. (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the The positive balance (if any) in of each Member’s Unitholder's Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year 's taxable year during which the liquidation occurs)) shall be distributed to the Unitholders, either in cash or in kind, with any balance in excess thereof being assets distributed in proportion kind being valued for this purpose at their fair market value as determined pursuant to the Members’ respective Ownership Percentagesthis Section. Any such distributions to the Unitholders in respect to of their Capital Accounts shall, to the extent practicable, shall be made in accordance with the time requirements set forth in Section Treas. Reg. 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations). (e) Notwithstanding anything Do every other act or thing necessary or appropriate to wind up and liquidate the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations Company's business and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoeveraffairs.