Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 15, the Managers shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is to be dissolved pursuant to Section 15in accordance with Paragraphs 9.2 or 9.3 of this Article IX, then the Managers Members or other Persons selected by the Members (the “Liquidator”) shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and apply and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of such any liquidation of the Company shall be distributed in the following order of priority, unless otherwise required by mandatory provisions priority (to the extent that such order of applicable law: (i) to creditors, including Managers and Members who are creditorspriority is consistent with the laws of the State of New York): first, to the extent otherwise permitted by law, in satisfaction payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (whether by paymentcontingent or otherwise), as are specified by the establishment Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of reserves any of cash or other the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or by other reasonable provision for payment), other than liabilities for distributions to Members distributed and former Members under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities affairs of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopthave been wound up. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 15, the Managers Directors, or if there is no remaining Director, such person as is designated by the Shareholders (the remaining Directors or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers Shareholders and Members Directors and the conduct of the Company during the period of winding up the Company’s affairs. The Managers Liquidator, if other than a Director, shall have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ia) to creditors, including Managers and Members Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, payment or by the establishment of reserves of cash or other assets of the Company or for contingent liabilities in amounts, if any, determined by other reasonable provision the Liquidator to be appropriate for paymentsuch purposes), other than liabilities for distributions to Members Shareholders and former Members Shareholders under Sections 18-601 or 18-604 of the Delaware Act; (iib) to Members Shareholders and former Members Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iiic) thereafter to the Member, if only one, or if more than one, to Shareholders pro rata based on the Members in proportion to the positive balances number of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required shares owned by Section 7(c))each. (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If Upon the Company is dissolved pursuant to Section 15occurrence of a Winding-Up Event, the Managers shall proceed to wind up all of the business and affairs of the Company will be wound up and liquidated in an orderly manner. The Board of Directors may, in accordance with the requirements of Charter, approve one or more liquidators to act as the Delaware Actliquidator in carrying out such liquidation. A reasonable amount of time Subject to Sections 8.04(c) and 8.04(d), in performing its duties, the liquidator shall be allowed for the period authorized to sell, distribute, exchange or otherwise dispose of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, Company in accordance with the laws of the Cayman Islands and apply and distribute in any reasonable manner that the liquidator shall determine to be in the best interest of the Holders with the goal of maximizing the proceeds to the Holders. (b) The proceeds of such the liquidation of the Company shall be distributed in accordance with all applicable Laws of the Cayman Islands and, subject thereto, in the following order of and priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers and Members who are creditorsfirst, to the extent otherwise permitted by law, creditors (including any Holders or their respective Affiliates that are creditors) of the Company in satisfaction of the liabilities all of the Company Company’s liabilities (whether by payment, by the establishment of reserves of cash or other assets of the Company payment or by other making reasonable provision for payment)payment thereof, other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 including the setting up of any reserves which are, in the judgment of the Delaware Actliquidator, reasonably necessary therefor); (ii) second, to Members and former Members the Holders on a pro rata basis in satisfaction of liabilities for distributions under 18-601 or 18-604 accordance with the actual cash contributions contributed by the Holders as of the Delaware Actdate of distribution of the liquidation proceeds until each Holder receives an amount equal to its actual cash contributions to the Company; and (iii) thereafter to the Member, if only one, or if more than onethird, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c))Holders on a pro rata basis. (bc) Notwithstanding anything to the contrary, upon any dissolution, liquidation or termination of the Company, the License and Services Agreements shall be terminated in accordance with the terms thereof and each such License and Services Agreement shall be treated as if it had a fair market value equal to its value on the date of contribution. (d) Notwithstanding the provisions of Section 16(a8.04(a) which require the and Section 8.04(b), upon any dissolution, liquidation of the assets or termination of the Company, if each Holder will receive, on dissolution a pro rata basis, a share of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) Intellectual Property that is owned by the Company; provided, however, that DWA shall be made receive all right, title and interest in and to the JV Xxxx in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value terms of the distributed assets were being distributed Trademark Assignment and (ii) Co-Existence Agreement, which shall be subject to such conditions relating to terminate in part in accordance with the disposition and management terms thereof. For the avoidance of the distributed properties as the Managers deems reasonable and equitable and doubt, this Section 8.04 does not apply to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16Derivative IP, the Company disposition of which shall be terminated, as set forth in the DWA Offshore License Agreement and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the CompanyDWA Onshore License Agreement.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 15, the Managers Directors shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers Directors and Members Shareholders and the conduct of the Company during the period of winding up the Company’s affairs. The Managers Directors shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers Directors and Members Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members Shareholders and former Members Shareholders under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members Shareholders and former Members Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the MemberShareholder, if only one, or if more than one, to the Members in proportion to Shareholders pro rata based on the positive balances number of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required Shares owned by Section 7(c))each. (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers Directors determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers Directors may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to MembersShareholders), and/or may distribute to the MembersShareholders, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers Directors deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers Directors deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers Directors shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers Directors shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 1513, the Managers Manager(s) shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers Manager(s) and Members Member(s) and the conduct of the Company during the period of winding up the Company’s affairs. The Managers Manager(s) shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets ·and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a13(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers Manager(s) determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers Manager(s) may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers Manager(s) shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 1614, the Company shall be terminated, and the Managers Manager(s) shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 159.1, the Managers shall Directors, or if there is no remaining Director, such person as is designated by the Shareholders holding a majority of the issued and outstanding Shares (the remaining Directors or such person is referred to as the "Liquidator"), will proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with the terms of this Agreement and the requirements of the Delaware Act. A reasonable amount of time shall will be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall will remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall Liquidator, if other than a Director, will have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator for and during such period of time as will be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator will liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ia) to creditors, including Managers and Members Shareholders who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, payment or by the establishment of reserves of cash or other assets of the Company or for contingent liabilities in amounts, if any, determined by other reasonable provision the Liquidator to be appropriate for paymentsuch purposes), other than liabilities for distributions to Members Shareholders and former Members Shareholders under Sections 18-601 or 18-604 of the Delaware Act; (iib) to Members the Shareholders and former Members Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iiic) thereafter to the Member, if only one, or if more than one, to Shareholders pro rata based on the Members in proportion to the positive balances number of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required Shares owned by Section 7(c)). (b) each Shareholder. Notwithstanding the provisions of Section 16(a) which this Article 9 that require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to MembersShareholders), and/or may distribute to the MembersShareholders, in lieu of cash, as tenants in common, common undivided interests in such Company assets as the Managers Liquidator deems not suitable for liquidation. Any such in-kind distributions (i) shall will be made in accordance with the priorities referenced in Section 16(a) 9.2 as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall distributed. Any such distributions in kind will be subject to such conditions relating to the disposition and management of the distributed such properties as the Managers Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall Liquidator will determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they it may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If The Board shall promptly notify the Company is dissolved pursuant to Section 15Members of any Dissolution Event. Upon dissolution, the Managers Company’s business shall proceed be liquidated in an orderly manner. The Board shall either act as a liquidating agent or appoint a liquidating trustee (the Board or trustee, as applicable, the “Liquidator”) to wind up the business and affairs of the Company pursuant to this Agreement. In performing its duties, the Liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the requirements Act and in any reasonable manner that the Liquidator shall determine to be in the best interest of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations Members. (b) The proceeds of the Managers and Members and the conduct liquidation of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation be distributed in the following order of priority, unless otherwise required by mandatory provisions of applicable law:and priority (the “Final Distribution”): (i) to creditors, including Managers and Members who are creditorsfirst, to the extent otherwise permitted by law, creditors (including any Members or their respective Affiliates that are creditors) of the Company in satisfaction of the liabilities all of the Company Company’s liabilities (whether by payment, by the establishment of reserves of cash or other assets of the Company payment or by other making reasonable provision for payment)payment thereof, other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 including the setting up of any reserves which are, in the judgment of the Delaware Act;Board, reasonably necessary therefor); and (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than onesecond, to the Members in proportion accordance with Section 5.2. Immediately prior to the positive Final Distribution, the Capital Account balances of their respective Capital Accounts the Members shall be adjusted, taking into account all contributions, distributions (determined after allocating all other than the Final Distribution), and allocable items (including any allocable items of gross income, gain, deductionloss, loss and expense includible in the definition of Net Income and Net Loss) for the Fiscal Year (or other like items arising in connection with period) of the liquidation Final Distribution to the fullest extent permitted by Section 704(b) of Company assets and otherwise making all the Code such that the Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss each Member prior to the value of Company assets, Final ________________________________________________________________________________________________________________________ Distribution equals (to the Managers may defer for a reasonable time (up to three (3) yearsfullest extent possible) the liquidation of any assets, except those necessary distribution to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute be received by such Member pursuant to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adoptFinal Distribution. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 1514 hereof, the Managers, or if there is no remaining Manager, such person as is designated by a Majority in Interest of the Members (the remaining Managers or such person being herein referred to as the "Liquidator"), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with the terms hereof and the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and Managers and Members and the conduct of the Company during the period of winding up the Company’s 's affairs. The Liquidator, if other than a Manager, shall have and may exercise, without further authorization or consent of Members, all of the powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ia) to To creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, payment or by the establishment of reserves of cash or other assets of the Company for contingent, conditional or unmatured liabilities in amounts, if any, determined by other reasonable provision the Liquidator to be appropriate for paymentsuch purposes), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act; (iib) to To Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iiic) thereafter Thereafter to the Member or, if the Company has more than one Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account capital account adjustments required by Section 7(c8(b)). (bd) Notwithstanding the provisions of this Section 16(a) 15 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine Liquidator determines that a prompt sale of part or all of the Company’s 's assets would be impractical or would cause undue loss to the value of Company assets, the Managers Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, common undivided interests in such Company assets as the Managers Liquidator deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in this Section 16(a) 15 as if cash equal to the fair market value of the distributed assets were being distributed and (ii) distributed. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of the distributed such properties as the Managers Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they it may adopt. . The Company shall terminate when (ci) Upon the completion of the distribution all of the assets of the Company as Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Section 16, the Company shall be terminated, Agreement and the Managers shall cause the cancellation of (ii) the Certificate of Formation and all qualifications of shall have been canceled in the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate manner required by the CompanyDelaware Act.

Winding Up of the Company. (a) If The Manager shall promptly notify the Company is dissolved pursuant to Section 15other Members of any Dissolution Event. Upon dissolution, the Managers Company’s business shall proceed be liquidated in an orderly manner. The Manager shall appoint a liquidating trustee to wind up the business and affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the requirements Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations Members. (b) The proceeds of the Managers and Members and the conduct liquidation of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation be distributed in the following order of and priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers and Members who are creditorsfirst, to the extent otherwise permitted by law, creditors (including any Members or their respective Affiliates that are creditors (except any obligations to the Members in respect of their Capital Accounts)) of the Company in satisfaction of the liabilities all of the Company Company’s liabilities (whether by payment, by the establishment of reserves of cash or other assets of the Company payment or by other making reasonable provision for payment)payment thereof, other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 including the setting up of any reserves which are, in the judgment of the Delaware Act;liquidating trustee, reasonably necessary therefor); and (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than onesecond, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by same manner as distributions under Section 7(c)‎4.01(a)(ii)(B). (bc) Notwithstanding the provisions of Section 16(a) which require ‎12.02(a), but subject to the liquidation order of the assets of the Companypriorities set forth therein, if on upon dissolution of the Company, Company the Managers determine liquidating trustee determines that a prompt an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss (or would otherwise not be beneficial) to the value of Company assetsMembers, the Managers may liquidating trustee may, in its sole discretion and the fullest extent permitted by applicable Law, defer for a reasonable time (up to three (3) years) the liquidation of any assets, assets except those necessary to timely satisfy the Company’s liabilities of the Company (other than those loans to Membersthe Company by any Member(s)) and reserves. In the event it becomes necessary in connection with the Liquidation to make a distribution of Property in-kind, subject to the priority set forth in Section ‎12.02(b), and/or may the liquidating trustee shall, in its sole discretion, distribute to the Members, in lieu of cash, either (i) all or any portion of such remaining assets in-kind of the Company in accordance with the provisions of Section ‎12.02(b)(ii), (ii) as tenants in commoncommon and in accordance with the provisions of Section ‎12.02(b)(ii), undivided interests in all or any portion of such assets of the Company assets as or (iii) a combination of the Managers deems not suitable for liquidationforegoing. Any such Distributions in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to (A) such conditions relating to the disposition and management of the distributed properties such assets as the Managers liquidating trustee deems reasonable and equitable and to (B) the terms and conditions of any joint operating agreements or other agreements governing such assets (or the operation of such properties thereof or the holders thereof) at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the Any assets of the Company as provided distributed in this Section 16kind will first be written up or down to their Fair Market Value, the Company thus creating profit or loss (if any), which shall be terminated, and allocated in accordance with Article ‎V. The liquidating trustee shall determine the Managers shall cause the cancellation Fair Market Value of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Companyany property distributed.

Winding Up of the Company. (a) If the Company is to be dissolved pursuant to Section 15in accordance with Paragraphs 1 or 3 of this Article VIII, then the Managers Members or other Persons selected by the Members (the “Liquidator”) shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and apply and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of such any liquidation of the Company shall be distributed in the following order of priority, unless otherwise required by mandatory provisions priority (to the extent that such order of applicable law: (i) to creditors, including Managers and Members who are creditorspriority is consistent with the laws of the State of New York): first, to the extent otherwise permitted by law, in satisfaction payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (whether by paymentcontingent or otherwise), as are specified by the establishment Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of reserves any of cash or other the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or by other reasonable provision for payment), other than liabilities for distributions to Members distributed and former Members under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities affairs of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopthave been wound up. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is to be dissolved pursuant to in accordance with Section 159.1 or 9.2, then the {Managers or other} Person{s} selected by the Members (the “Liquidator”) shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and apply and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. {During the winding up period, the Liquidator may exercise all powers granted to the Managers under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up.} (b) The proceeds of such any liquidation of the Company shall be distributed in the following order of priority, unless otherwise required by mandatory provisions priority (to the extent that such order of applicable law:priority is consistent with the laws of the State of New York): (i) to creditors, including Managers and Members who are creditorsfirst, to the extent otherwise permitted by law, in satisfaction payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; (ii) then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (whether by paymentcontingent or otherwise), as are specified by the establishment Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of reserves of cash or other assets any of the Company or by other reasonable provision for payment)specified debts and liabilities or, other than liabilities for distributions at the expiration of such period as the Liquidator may deem advisable, to Members and former Members under Sections 18-601 or 18-604 of be distributed in the Delaware Act; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Actmanner hereinafter provided; and (iii) thereafter to the Member, if only one, or if more than onethen, to the Members as set forth in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adoptArticle IV. (c) Upon If any assets are distributed in kind, they shall be distributed on the completion basis of the distribution fair market value thereof {as determined by appraisal}, and shall be deemed to have been sold at fair market value for purposes of the allocations under Article IV. (d) The Company shall terminate when all assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation have been sold and/ or distributed and all qualifications affairs of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Companyhave been wound up.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 1514 hereof, the Managers, or if there is no remaining Manager, such person as is designated by a Majority in Interest of the Members (the remaining Managers or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with the terms hereof and the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Manager, shall have and may exercise, without further authorization or consent of Members, all of the powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (ia) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, payment or by the establishment of reserves of cash or other assets of the Company or for contingent liabilities in amounts, if any, determined by other reasonable provision the Liquidator to be appropriate for paymentsuch purposes), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act;, (iib) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (iiic) thereafter to the Member or, if the Company has more than one Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account capital account adjustments required by Section 7(c8(b)). (b) . Notwithstanding the provisions of this Section 16(a) 15 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine Liquidator determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, common undivided interests in such Company assets as the Managers Liquidator deems not suitable for liquidation. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in this Section 16(a) 15 as if cash equal to the fair market value of the distributed assets were being distributed and (ii) distributed. Any such distributions in kind shall be subject to such conditions relating to the disposition and management of the distributed such properties as the Managers Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers Liquidator shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they it may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If Upon dissolution of the Company is dissolved pursuant to Section 15Company, the Board of Managers shall proceed to promptly wind up the business and affairs of the Company in accordance with the requirements provisions of this Section 8.2. In furtherance thereof, the Board of Managers shall: (i) have the power to bind the Company and (ii) be reimbursed for any reasonable out-of- pocket expenses on behalf of the Delaware ActCompany. A Following dissolution, the Company shall sell or otherwise dispose of assets determined by the Board of Managers to be unsuitable for distribution to the Members, but shall engage in no other business activities except as may be necessary, in the reasonable amount discretion of time shall be allowed for the Board of Managers, to preserve the value of the Company's assets during the period of winding up dissolution and liquidation. In any event, the Board of Managers shall use its reasonable best efforts to prevent the period of dissolution and liquidation of the Company from extending beyond the date which is two years from the Company's date of dissolution. (b) Distributions to the Members in light liquidation may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Board of prevailing Managers. Distributions in kind shall be valued at fair market value and shall be subject to such conditions and so restrictions as to avoid undue loss may be necessary or advisable in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations reasonable discretion of the Board of Managers to preserve the value of the property so distributed or to comply with applicable law. (c) The Profits and Members and the conduct Losses of the Company during the period of winding up dissolution and liquidation shall be allocated among the Company’s affairsMembers in accordance with the provisions of Section 4.1. If any property is to be distributed in kind, the Capital Accounts of the Members shall be adjusted with regard to such property in accordance with the provisions of Section 4.1(e). (d) The Managers shall liquidate the assets of the CompanyCompany (including, without limitation, proceeds from the sale or other disposition of any assets during the period of dissolution and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable lawliquidation) shall be applied as follows: (i) to creditors, including Managers and Members who are creditorsFirst, to repay any indebtedness of the extent otherwise permitted Company, whether to third parties or the Members, in the order of priority required by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act; (ii) Next, to Members and former Members in satisfaction any reserves which the Board of Managers reasonably deems necessary for contingent or unforeseen liabilities for distributions under 18-601 or 18-604 obligations of the Delaware ActCompany (which reserves when they become unnecessary shall be distributed in accordance with the provisions of clause (iii), below); and (iii) thereafter to the Member, if only one, or if more than oneNext, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all positive Capital Account balances (after taking into account all adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation' Capital Accounts required under Section 8.2(c)). Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 16, the Company shall be terminated, and the Managers shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.-----------------------------------

Winding Up of the Company. (a) If the Company is dissolved pursuant Subject to Section 15Applicable Law, the Managers shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers affairs shall liquidate be wound up upon the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable lawearliest of: (i) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction unanimous agreement of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware ActShareholders; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 the election by Comcast Shareholder or 18-604 ManagementCo Shareholder, with effect only after the termination of the Delaware ActCommitment Period (taking into account any extension or early termination thereof in accordance with the terms of this Agreement); (iii) at Comcast Shareholder’s election, the third anniversary of the occurrence of an Initial CEO Event (provided that, if at any time during such three year period, neither Xxxxxxxxx X. Xxxxx nor Xxxxx X. Xxxxxx is serving in a senior management role with respect to the Company with responsibilities at least comparable to their responsibilities on the Commencement Date, Comcast Shareholder may elect to require that the Company be wound up commencing at such time as neither of such individuals is serving in such capacity); and (iiiiv) thereafter to at Comcast Shareholder’s election, the Memberoccurrence of a Cause Event (each of clauses (i) through (iv), if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)a “Wind-Up Event”). (b) Notwithstanding Subject to Article 9, upon the provisions occurrence of Section 16(a) which require a Wind-Up Event, the liquidation Manager shall be the liquidator to wind-up the affairs of the Company and shall conduct an orderly disposition of the assets of the Company, if on dissolution including Portfolio Company Securities (collectively, “Company Assets”), in a manner consistent with the best interests of the Company, the Managers taking into account market conditions and legal and contractual considerations. The Manager shall determine that a prompt sale of part or all of the Company’s assets would in its reasonable discretion which Company Assets shall be impractical or would cause undue loss sold and which Company Assets shall be retained for distribution in kind to the value Shareholders. The Manager shall consider in good faith tax efficient structuring among other relevant factors in connection with the disposition or distribution of Company assetsAssets pursuant to this Section 11.01(b). Subject to Applicable Law, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy after all liabilities of the Company (other than those to Members)have been satisfied or duly provided for, and/or may distribute the remaining Company Assets shall be distributed to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made Shareholders in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed Article 8 and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adoptthis Article 11. (c) Upon In the completion discretion of the distribution liquidator, and subject to Applicable Law, a portion of the distributions that would otherwise be made to the Shareholders pursuant to this Section 11.01 may be: (i) distributed to a trust established for the benefit of the Shareholders for purposes of liquidating Shareholder assets, collecting amounts owed to the Shareholders, and paying any liabilities or obligations of the Company arising out of, or in connection with, this Agreement or the Company’s affairs; or (ii) withheld, with respect to any Shareholder, to provide a reserve for the payment of such Shareholder’s share of future Company Expenses; provided that such withheld amounts shall be distributed to the Shareholders as soon as the liquidator determines, in its reasonable discretion, that it is no longer necessary to retain such amounts. The assets of any trust established in connection with clause (i) above shall be distributed to the Shareholders from time to time, in the discretion of the liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Shareholder pursuant to this Agreement. (d) Each Shareholder shall look solely to the assets of the Company as provided in this Section 16, for the Company shall be terminatedreturn of such Shareholder’s aggregate Capital Contributions, and no Shareholder shall have priority over any other Shareholder as to the Managers shall cause return of such Capital Contributions. (e) After the cancellation of liquidator has distributed the Certificate of Formation and all qualifications assets of the Company as a foreign limited liability company and in accordance with this Section 11.01, the liquidator shall take do all such other actions as may be necessary acts required to terminate wind up the CompanyCompany in accordance with the Companies Law (2013 Revision) of the Cayman Islands.

Winding Up of the Company. (a) If the Company is dissolved pursuant to Section 1513, the Managers Member shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable The Member may take such amount of time to wind up the business and affairs of the Company as it shall determine to be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assetsnecessary or desirable. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members Member and the conduct of the Company during the period of winding up the Company’s affairs. The Managers Member shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Managers and Members who are creditors, the Member if a creditor to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members the Member under Sections 18-601 or 18-604 of the Delaware Act; (ii) to Members and former Members the Member in satisfaction of liabilities for distributions under Sections 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Member, if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)). (b) Notwithstanding the provisions of Section 16(a14(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Managers determine that a prompt sale of part Member may distribute any or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Members), and/or may distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidationin-kind. Any such in-kind distributions (i) shall be made in accordance with the priorities referenced in Section 16(a14(a) as if cash equal to the fair market value of the distributed assets were being distributed and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such timedistributed. The Managers Member shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they it may adopt. (c) Upon the completion of the distribution of the assets of the Company as provided in this Section 1614, the Company shall be terminated, and the Managers Member shall cause the cancellation of the Certificate of Formation and all qualifications of the Company as a foreign limited liability company company, if any, and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. (a) If the Company is dissolved pursuant Subject to Section 15Applicable Law, the Managers shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers affairs shall liquidate be wound up upon the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable lawearliest of: (i) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction unanimous agreement of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware ActShareholders; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 the termination of the Delaware ActCommitment Period (other than by early termination pursuant to Section 6.01(c)); (iii) at Comcast Shareholder’s election, the third anniversary of the occurrence of an Initial CEO Event (provided that, if at any time during such three year period, neither Xxxxxxxxx X. Xxxxx nor Xxxxx X. Xxxxxx is serving in a senior management role with respect to the Company with responsibilities at least comparable to their responsibilities on the Commencement Date, the Comcast Shareholder may elect to require that the Company be wound up commencing at such time as neither of such individuals is serving in such capacity); and (iiiiv) thereafter to at Comcast Shareholder’s election, the Memberoccurrence of a Cause Event (each of clauses (i) through (iv), if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)a “Wind-Up Event”). (b) Notwithstanding Subject to Article 9, upon the provisions occurrence of Section 16(a) which require a Wind-Up Event, the liquidation Manager shall be the liquidator to wind-up the affairs of the Company and shall conduct an orderly disposition of the assets of the Company, if on dissolution including Portfolio Company Securities (collectively, “Company Assets”), in a manner consistent with the best interests of the Company, the Managers taking into account market conditions and legal and contractual considerations. The Manager shall determine that a prompt sale of part or all of the Company’s assets would in its reasonable discretion which Company Assets shall be impractical or would cause undue loss sold and which Company Assets shall be retained for distribution in kind to the value Shareholders. The Manager shall consider in good faith tax efficient structuring among other relevant factors in connection with the disposition or distribution of Company assetsAssets pursuant to this Section 11.01(b). Subject to Applicable Law, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy after all liabilities of the Company (other than those to Members)have been satisfied or duly provided for, and/or may distribute the remaining Company Assets shall be distributed to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made Shareholders in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed Article 8 and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adoptthis Article 11. (c) Upon In the completion discretion of the distribution liquidator, and subject to Applicable Law, a portion of the distributions that would otherwise be made to the Shareholders pursuant to this Section 11.01 may be: (i) distributed to a trust established for the benefit of the Shareholders for purposes of liquidating Shareholder assets, collecting amounts owed to the Shareholders, and paying any liabilities or obligations of the Company arising out of, or in connection with, this Agreement or the Company’s affairs; or (ii) withheld, with respect to any Shareholder, to provide a reserve for the payment of such Shareholder’s share of future Company Expenses; provided that such withheld amounts shall be distributed to the Shareholders as soon as the liquidator determines, in its reasonable discretion, that it is no longer necessary to retain such amounts. The assets of any trust established in connection with clause (i) above shall be distributed to the Shareholders from time to time, in the discretion of the liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Shareholder pursuant to this Agreement. (d) Each Shareholder shall look solely to the assets of the Company as provided in this Section 16, for the Company shall be terminatedreturn of such Shareholder’s aggregate Capital Contributions, and no Shareholder shall have priority over any other Shareholder as to the Managers shall cause return of such Capital Contributions. (e) After the cancellation of liquidator has distributed the Certificate of Formation and all qualifications assets of the Company as a foreign limited liability company and in accordance with this Section 11.01, the liquidator shall take do all such other actions as may be necessary acts required to terminate wind up the CompanyCompany in accordance with the Companies Law (2013 Revision) of the Cayman Islands.

Winding Up of the Company. (a) If the Company is dissolved pursuant Subject to Section 15Applicable Law, the Managers shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Managers and Members and the conduct of the Company during the period of winding up the Company’s affairs. The Managers affairs shall liquidate be wound up upon the assets of the Company, and apply and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable lawearliest of: (i) to creditors, including Managers and Members who are creditors, to the extent otherwise permitted by law, in satisfaction unanimous agreement of the liabilities of the Company (whether by payment, by the establishment of reserves of cash or other assets of the Company or by other reasonable provision for payment), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware ActShareholders; (ii) to Members and former Members in satisfaction of liabilities for distributions under 18-601 the election by Comcast AG Shareholder or 18-604 ManagementCo Shareholder, with effect only after the termination of the Delaware ActCommitment Period (taking into account any extension or early termination thereof in accordance with the terms of this Agreement); (iii) at Comcast AG Shareholder’s election, the third anniversary of the occurrence of an Initial CEO Event (provided that, if at any time during such three year period, neither Xxxxxxxxx X. Xxxxx nor Xxxxx X. Xxxxxx is serving in a senior management role with respect to the Company with responsibilities at least comparable to their responsibilities on the Commencement Date, the Comcast AG Shareholder may elect to require that the Company be wound up commencing at such time as neither of such individuals is serving in such capacity); and (iiiiv) thereafter to at Comcast AG Shareholder’s election, the Memberoccurrence of a Cause Event (each of clauses (i) through (iv), if only one, or if more than one, to the Members in proportion to the positive balances of their respective Capital Accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all Capital Account adjustments required by Section 7(c)a “Wind-Up Event”). (b) Notwithstanding Subject to Article 9, upon the provisions occurrence of Section 16(a) which require a Wind-Up Event, the liquidation Manager shall be the liquidator to wind-up the affairs of the Company and shall conduct an orderly disposition of the assets of the Company, if on dissolution including Portfolio Company Securities (collectively, “Company Assets”), in a manner consistent with the best interests of the Company, the Managers taking into account market conditions and legal and contractual considerations. The Manager shall determine that a prompt sale of part or all of the Company’s assets would in its reasonable discretion which Company Assets shall be impractical or would cause undue loss sold and which Company Assets shall be retained for distribution in kind to the value Shareholders. The Manager shall consider in good faith tax efficient structuring among other relevant factors in connection with the disposition or distribution of Company assetsAssets pursuant to this Section 11.01(b). Subject to Applicable Law, the Managers may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy after all liabilities of the Company (other than those to Members)have been satisfied or duly provided for, and/or may distribute the remaining Company Assets shall be distributed to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Managers deems not suitable for liquidation. Any such in-kind distributions (i) shall be made Shareholders in accordance with the priorities referenced in Section 16(a) as if cash equal to the fair market value of the distributed assets were being distributed Article 8 and (ii) shall be subject to such conditions relating to the disposition and management of the distributed properties as the Managers deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Managers shall determine the fair market value of any property distributed in kind using such reasonable methods of valuation as they may adoptthis Article 11. (c) Upon In the completion discretion of the distribution liquidator, and subject to Applicable Law, a portion of the distributions that would otherwise be made to the Shareholders pursuant to this Section 11.01 may be: (i) distributed to a trust established for the benefit of the Shareholders for purposes of liquidating Shareholder assets, collecting amounts owed to the Shareholders, and paying any liabilities or obligations of the Company arising out of, or in connection with, this Agreement or the Company’s affairs; or (ii) withheld, with respect to any Shareholder, to provide a reserve for the payment of such Shareholder’s share of future Company Expenses; provided that such withheld amounts shall be distributed to the Shareholders as soon as the liquidator determines, in its reasonable discretion, that it is no longer necessary to retain such amounts. The assets of any trust established in connection with clause (i) above shall be distributed to the Shareholders from time to time, in the discretion of the liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Shareholder pursuant to this Agreement. (d) Each Shareholder shall look solely to the assets of the Company as provided in this Section 16, for the Company shall be terminatedreturn of such Shareholder’s aggregate Capital Contributions, and no Shareholder shall have priority over any other Shareholder as to the Managers shall cause return of such Capital Contributions. (e) After the cancellation of liquidator has distributed the Certificate of Formation and all qualifications assets of the Company as a foreign limited liability company and in accordance with this Section 11.01, the liquidator shall take do all such other actions as may be necessary acts required to terminate wind up the CompanyCompany in accordance with the Companies Law (2013 Revision) of the Cayman Islands.