Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows: (i) As promptly as reasonably practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (ii) The liquidator shall pay from Company funds all of the debts and liabilities of the Company and the Facility Company or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, the Managing Member shall act as a liquidator or may appoint one or more other Persons as liquidator(“Liquidator”), unless the Managing Member otherwise determines. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreementthe Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation will shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As as promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (iib) the Liquidator shall cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable Law; (c) upon approval of the winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The liquidator property of the Company shall pay from Company funds be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the debts Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and liabilities conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Facility Company Company, or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingentpayment, conditional satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets any other obligations of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periodsSecond, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets of the Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; andSection 5.3. (vie) Any distribution All distributions to the Members in respect of their Capital Accounts pursuant to this Section 10.2 10.2(d)(ii) above shall be made in the form of cash, unless the Managing Member otherwise determines (and is further approved by the end Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Eventissued and outstanding Class B Units pursuant to Section 6.2(b)). (bf) The distribution of cash or property to a Member in accordance When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 10.2 constitutes all Members, shall execute, acknowledge and cause to be filed a complete return to the Member Certificate of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActCancellation.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, the Managing Member shall act as a liquidator or may appoint one or more other Persons as liquidator(“Liquidator”), unless the Managing Member otherwise determines. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreementthe Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two years after an applicable Dissolution Event; provided, that such period may be extended for up to two additional one-year periods by the Managing Member. The costs of liquidation will shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As as promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (iib) the Liquidator shall cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable Law; (c) upon approval of the winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The liquidator property of the Company shall pay from Company funds be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the debts Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and liabilities conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Facility Company Company, or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingentpayment, conditional satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets any other obligations of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periodsSecond, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets of the Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; andSection 5.3. (vie) Any distribution All distributions to the Members in respect of their Capital Accounts pursuant to this Section 10.2 10.2(d)(ii) above shall be made in the form of cash, unless the Managing Member otherwise determines (and is further approved by the end Members holding at least 66 2⁄3% of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Eventissued and outstanding Class B Units pursuant to Section 6.2(b)). (bf) The distribution of cash or property to a Member in accordance When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 10.2 constitutes all Members, shall execute, acknowledge and cause to be filed a complete return to the Member Certificate of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActCancellation.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, all of the Managing Members shall, or shall select a Person (who may not be a Member shall or an Affiliate of a Member unless approved by a unanimous vote of the Members) to, act as a liquidator or may appoint one or more other Persons as liquidator(“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreementthe Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by all of the Members. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows:. (ia) As promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable;. (iib) The liquidator Liquidator shall pay cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable Law. (c) Upon approval of the winding up and dissolution of the Company, the Liquidator shall pay, satisfy or discharge from Company funds assets all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for them payment, satisfaction and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); (iii) with respect to , which amount may not exceed the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions maximum amount to which the Company could reasonably be held liable; provided, that upon payment or discharge of such contingent liability, the Facility amount, if any, remaining in such cash escrow fund after such payment or discharge shall promptly be distributed in accordance with Section 11.2(d). (d) After making payment or provision for all debts, liabilities and obligations of the Company, the Liquidator shall, unless the Members otherwise determine to distribute assets in kind in accordance with Section 4.2 sell for cash the assets of the Company at the best price available. The property of the Company shall be liquidated as promptly as is subject, including restrictions under Applicable Laws or any Permitted Encumbrances)consistent with obtaining the fair value thereof. The Liquidator may sell all of the Company property, including to one or more of the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all or Affiliates of the CompanyMembers, provided, that any such sale to a Member or its Affiliates must be made on an arm’s or length basis under terms which are in the Facility Company’s Assets that have best interest of the Company and approved by Members who are not been sold, the Values Affiliates of such Assets shall be determined pursuant to subparagraph (ii) purchasing Member and who hold a majority of the definition aggregate Contribution Percentages of Value; (iv) items of income, such Members. All gain, loss and deduction (including any amount realized on such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs sales shall be allocated as follows: (A) first, after giving effect to the special allocations Members as provided in Section 4.34.1 and Exhibit B, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the Liquidator shall first adjust the Capital Accounts of the Members as provided in Section 4.1 and Exhibit B by the amount of any gains or losses that would have been recognized by the Members if such properties had been sold for their Fair Market Value. The Liquidator shall then distribute the remaining proceeds of such sales among the Members in such a manner so that the cumulative amount of distributions pursuant to Section 4.2 and liquidating distributions received by each Member equals the cumulative amount it would be entitled to receive pursuant to Section 4.2 if such aggregate amount was distributed at one time pursuant thereto. (e) When the Liquidator has complied with the foregoing liquidation plan, the Liquidator (or the Members), on behalf of all Members, until each Member has been allocated items of gross income shall execute, acknowledge and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members cause to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items filed a Certificate of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event)Cancellation. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, the Managing Member shall act as a liquidator (“Liquidator”). unless the Managing Member otherwise determines to appoint its Affiliate or may appoint one or more other Persons another Member as liquidatorthe Liquidator. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreementthe Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation will shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As as promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (iib) the Liquidator shall cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable Law; (c) upon approval of the winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The liquidator property of the Company shall pay from Company funds be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the debts Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and liabilities conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Facility Company Company, or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingentpayment, conditional satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets any other obligations of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periodsSecond, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets of the Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; andSection 5,3. (vie) Any distribution All distributions to the Members in respect of their Capital Accounts pursuant to this Section 10.2 10,2(d)(ii) above shall be made by in the end form of cash, unless the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event)Members jointly determine otherwise. (bf) The distribution of cash or property to a Member in accordance When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 10.2 constitutes all Members, shall execute, acknowledge and cause to be filed a complete return to the Member Certificate of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActCancellation.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows: (i) As promptly as reasonably practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (ii) The liquidator shall pay from Company funds all of the debts and liabilities of the Company and the Facility Company or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, until the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be are in proportion to the percentages set forth in Section 10.2(a)(iv)(C4.2(a); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units;. (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. (a) On dissolution of the Company, Company shall conduct only such activities as are necessary to wind up its affairs (including the Managing Member sale of the assets of the Company in an orderly manner) and the Directors who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more other Persons Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreementthe Act and shall have all the powers set forth in the Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows:. (ib) As promptly as reasonably practicable after dissolution and again after final liquidation, Upon the liquidator shall cause a proper accounting to be made by the Certified Public Accountants winding up of the Company’s and , the Facility Company’s Assets, liabilities, and operations through the last day assets of the calendar month Company shall first be distributed to creditors, including Members and Directors who are creditors, to the extent otherwise permitted by Applicable Law, in which the dissolution occurs or the final liquidation is completed, as applicable; (ii) The liquidator shall pay from Company funds all satisfaction of the debts and liabilities of the Company and (whether by payment or the Facility Company or otherwise make adequate making of reasonable provision for them (including the establishment of a cash escrow fund payment thereof) other than liabilities for contingent, conditional or unmatured liabilities in such amount and which reasonable provision for such term as the liquidator may reasonably determine);payment has been made. (iiic) with respect to the Any assets remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of after the Company’s liabilities and obligations have been paid (or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) reasonable provision for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member payment thereof has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceedsmade) shall be distributed to the Members in accordance with the positive capital account balances in their Capital Accounts; and of the Members, as determined after taking into account all capital account adjustments for the Company’s taxable year during which such liquidation occurs (vi) Any distribution to the Members in respect other than those made as a result of their Capital Accounts pursuant to this Section 10.2 shall be made Section), by the end of the Company such taxable year in which a Liquidating Event occurs (or or, if later, within 90 days after the date of such Liquidating Eventliquidation, except as permitted by Reg. § 1.704- l(b)(2)(ii)(b). (bd) The If, at the discretion of the Board of Directors, any assets of the Company are distributed in-kind to the Members, such assets shall be valued on the basis of the fair market value thereof as determined by the Board of Directors in their reasonable discretion on the date of distribution. Without limiting the Board of Directors’ discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Board of Directors on the basis of the determination of its fair market value by an independent appraiser shall be deemed to be a reasonable value for such asset and a reasonable exercise of such discretion. Upon any such in-kind distribution of cash or property to a Member Member, the capital accounts of the Members shall be adjusted to reflect the manner in accordance with which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Members’ capital accounts) would be allocated among the Members if there had been a taxable disposition of such property at its fair market value on the date of distribution. The capital accounts of the Members receiving a distribution in-kind shall then be reduced by the fair market value of the property distribution. (e) Nothing in this ARTICLE XI shall be construed to extend the time period prescribed under Section 11.2(c) above and Reg. § 1.704-l(b)(2)(ii)(b) for making liquidating distributions of the Company’s assets. If the liquidator deems it impracticable to cause the Company to make distributions of the liquidating proceeds to the Members within the time period described under Reg. § 1.704-l(b)(2)(ii)(b), the liquidator may make any arrangement that is considered for federal income tax purposes to effectuate liquidating distributions of all of the Company’s assets to the Members within the time period prescribed in such regulation and that will permit the sale of the non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the preceding provisions of this Section 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActARTICLE XI.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, the Managing Member shall act as a liquidator or may appoint one or more other Persons as liquidator(“Liquidator”), unless the Managing Member otherwise determines. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreementthe Act. The Liquidator shall use commercially reasonable efforts to complete the liquidation of the Company within two (2) years after an applicable Dissolution Event; provided, that such period may be extended for up to two (2) additional one-year periods by the Managing Member. The costs of liquidation will shall be borne as a Company expenseexpense (including the costs and expenses of the Liquidator, in its capacity as such). Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As as promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable; (iib) the Liquidator shall cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable Law; (c) upon approval of the winding up and dissolution of the Company, the Liquidator shall, unless the Managing Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the equity of the Company or the assets of the Company at the best price available. The liquidator property of the Company shall pay from Company funds be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the debts Company property, including to one or more of the Members. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c); and (d) subject to the terms and liabilities conditions of this Agreement and any applicable Law (including the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) First, the Liquidator shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Facility Company Company, or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingentpayment, conditional satisfaction and discharge thereof; provided however, that such payments shall not include any Capital Contributions described in Article IV or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets any other obligations of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periodsSecond, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets of the Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; andSection 5.3. (vie) Any distribution All distributions to the Members in respect of their Capital Accounts pursuant to this Section 10.2 10.2(d)(ii) above shall be made in the form of cash, unless the Managing Member otherwise determines (and is further approved by the end Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Eventissued and outstanding Class B Units pursuant to Section 6.2(b). (bf) The distribution of cash or property to a Member in accordance When the Liquidator has complied with the provisions foregoing liquidation plan, the Liquidator (or the Managing Member), on behalf of this Section 10.2 constitutes all Members, shall execute, acknowledge and cause to be filed a complete return to the Member Certificate of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActCancellation.

Liquidation and Termination. (a) On In connection with the winding up and dissolution of the Company, the Managing Member shall act as appoint a liquidator or may appoint one or more other Persons as liquidator(“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing MemberAct. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As promptly as reasonably practicable possible after approval of the winding up and dissolution of the Company and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the winding up and dissolution occurs is approved or the final liquidation is completed, as applicable;. (iib) The liquidator Liquidator shall pay cause any notices required by applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by applicable law. (c) Upon approval of the winding up and dissolution of the Company, the Liquidator shall, unless the Member otherwise determines, be prohibited from distributing assets in kind and shall instead sell for cash the assets of the Company funds at the best price available. The property of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell all of the debts Company property, including to the Member, provided that any such sale to the Member must be made on an arm’s length basis. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 7.2(c). (d) Subject to the terms and liabilities conditions of this Agreement and the Act (including Section 18-804 of the Act), the Liquidator shall distribute the assets of the Company in the following order of priority: (i) first, the Liquidator shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Facility Company Company, or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingentpayment, conditional satisfaction and discharge thereof; provided, however, that such payments shall not include any Capital Contributions described in Article IV or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets any other obligations of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofMember created by this Agreement; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periodssecond, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets of the Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return 4.4. (e) All distributions to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b7.2(d)(ii) shall be in the form of cash, unless the Member otherwise determines. (f) When the Liquidator has complied with the foregoing liquidation plan, the Liquidator, on behalf of the ActMember, shall execute, acknowledge, and cause to be filed with the Secretary of State of the State of Delaware a Certificate of Cancellation with respect to the Certificate.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member liquidator shall act as liquidator or may appoint one or more other Persons as liquidatorbe a person selected by the Board. The liquidator shall proceed diligently to wind up the affairs of the Company at the direction of the Board and make final distributions as provided in this AgreementAgreement and in the Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (iib) The liquidator shall pay pay, satisfy or discharge from Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Company and the Facility Company (including all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine);. (iiic) with respect to To the remaining Assets of extent that the Company: (A) Company has any assets remaining, the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’sCompany property, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) other Company property shall be distributed to among the Members in accordance with their positive Capital Account balances after taking into account all adjustments for the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 taxable year during which such liquidation occurs, and those distributions shall be made by the end of the Company taxable year in of the Company during which a Liquidating Event the liquidation of the Company occurs (or or, if later, within 90 days after the date of such Liquidating Eventthe liquidation). (bd) All distributions in kind to the Members shall be valued for purposes of determining each Member’s interest therein at its Fair Market Value at the time of such distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 8.2. (e) The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 10.2 8.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member on account Members of its Membership Interest Interests (including Units) and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (aA) On Absent a written agreement by the Members to the contrary, on the eighth (8th) anniversary of the Effective Date each of the Members shall direct its respective appointee(s) to the Board to act as liquidator or appoint one or more Officers as liquidator for the Company. The liquidator shall thereafter use commercially reasonable efforts to liquidate and wind up the affairs of the Company and make final distributions as provided herein and in the Act on or prior to the Termination Date. (B) To the extent liquidation is not complete pursuant to Section 11.2(A) upon dissolution of the Company, the Managing Member Board shall upon such dissolution act as liquidator or may appoint one or more other Persons Officers as liquidator. The liquidator shall proceed diligently thereafter use commercially reasonable efforts to wind up the affairs of the Company and make final distributions as provided herein and in this Agreement. the Act. (C) The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator are as follows: (i) As promptly as reasonably practicable possible after dissolution and and, to the extent liquidation is not then complete pursuant to Section 11.2(A), again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of certified public accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (ii) The liquidator liquidator(s) shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder. (iii) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine);. (iiiiv) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’sThe balance, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subjectif any, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution , after giving effect to the Members in respect of their Capital Accounts all prior contributions, distributions, and allocations for all periods. Distributions pursuant to this Section 10.2 11.2(C) shall be made by the end of the Taxable Year of the Company taxable year in during which a Liquidating Event the liquidation occurs (or or, if later, within 90 days after the date of such Liquidating Eventthe liquidation). (b. The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 10.2 11.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and in all the Company’s property Company Property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Act. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 11.2 constitutes a complete distribution to such Assignee of its Membership Interest in all the Company Property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) On Subject to Section 8.2(d), upon dissolution of the Company, a representative of the Managing Company selected by the Management Committee (not including any Committee Member appointed by a Defaulting Member at the time of dissolution) shall act as a liquidator or may appoint one or more other Persons Members as liquidatorliquidator (“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As as promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (iib) the Liquidator shall cause any notices required by Law to be given to each known creditor of and claimant against the Company in the manner described by such Law; (c) upon dissolution of the Company, the Liquidator shall either sell the assets of the Company at the best price available, or the Liquidator may distribute to the Members all or any portion of the Company’s assets in kind. The liquidator property of the Company shall pay be liquidated as promptly as is consistent with obtaining the fair value thereof. The Liquidator may sell any or all Company property, including to one or more of the Members (other than any Defaulting Member at the time of dissolution), provided that any such sale to a Member must be made on an arm’s length basis under terms which are in the best interest of the Company. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 8.2(c); and (d) subject to the terms and conditions of this Agreement and the Act (especially Section 18-803), the Liquidator shall distribute the assets of the Company in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities, and liabilities obligations of the Company and the Facility Company Company, including all expenses incurred in liquidation or otherwise make adequate provision for them payment and discharge thereof (including the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); (iii) with respect to the remaining Assets ; provided, however, that such payments shall not include any Capital Contributions described in ARTICLE 4 or any other obligations in favor of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (Bii) with respect to all remaining assets of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution , after giving effect to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if laterall contributions, within 90 days after the date of such Liquidating Event)distributions and allocations for all periods. (be) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and share of all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actproperty.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member shall Manager shall, with the Consent of the Members, act as liquidator or may appoint one or more other Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided in this Agreement. The costs of liquidation will be borne as a Company expenseReimbursable Expense. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator are as follows: (i) As promptly as reasonably practicable after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants Accountant of the Company’s and the Facility Company’s Assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (ii) The liquidator shall pay from Company funds all of the debts and liabilities of the Company and the Facility Company or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine);. (iii) with With respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Company Assets (subject to any and all restrictions to which the Company or the Facility Company Pinnacle Project is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Company Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (iib) of the definition of Value;. (iv) items Any Company Items of income, gain, loss income and deduction gain (including any such items attributable to the disposition or deemed disposition of Assets pursuant to Section 10.2(a)(iii12.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be that have not been allocated as follows: (A) first, after giving effect pursuant to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation Regulatory Allocations shall first be allocated to each Member having a negative deficit balance in its Capital Account, in the proportion that such negative deficit balance bears to the total negative deficit balances in the Capital Accounts of all Members, until each Member has been allocated items Company Items of gross income and gain equal to any such negative deficit balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any . Any remaining items Company Items for such Taxable Year during which the distribution of income or gain liquidation proceeds occurs shall be allocated among the Members so in such manner as to causeensure that, as quickly as possibleto the greatest extent feasible, following these allocations, the aggregate positive balances in the Capital Account balances Accounts of the Class B Members and are expected to result in distributions pursuant to Section 12.2(a)(v) in accordance with the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages sharing ratios set forth in Section 10.2(a)(iv)(C5.1(a)(ii); and; (C) finallyprovided, however, that in the event of a liquidation prior to the Tax Equity Funding Date, any remaining items Company Items for such Taxable Year during which the distribution of income or gain liquidation proceeds occurs shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% in proportion to the Class B balances in the Capital Accounts of the Members pro rata according to their respective Class B Units;at the time of such liquidation; and (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(ivSection 12.2(a)(iv)), all prior distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 3.1, Section 3.2 and Section 3.23.3) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and. (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 12.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 ninety (90) days after the date of such Liquidating Event). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 10.2 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. (a) On Upon dissolution of the CompanyVenture, the Managing Member Manager shall act as liquidator or may appoint in writing one or more other Persons liquidators who shall have full authority to wind up the affairs of the Venture and make final distribution as liquidatorprovided herein; provided, however, that if one of the events specified in Section 8.1(c) has occurred with respect to the Manager, the liquidator shall be selected by the Participants with respect to which such event has not occurred. The liquidator shall proceed diligently to wind up the affairs of the Company Venture and make final distributions distribution as provided in this Agreement. The costs of liquidation will be borne as a Company expenseherein. Until final distribution, . the liquidator shall continue to operate the Company Venture business with all of the power and authority of the Managing MemberManager. The steps to be accomplished by the liquidator are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s AssetsVenture's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;occurs. (iib) The liquidator shall pay from Company funds all of the debts and liabilities of the Company and the Facility Company Venture (including all expenses incurred in liquidation) or otherwise make adequate provision for them therefor (including including. but not limited to the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine);. To the extent cash required for this purpose is not otherwise available, the liquidator may sell assets of the Venture for cash. (iiic) with respect to the remaining Assets After making payment or provision for all debts and liabilities of the Company: (A) Venture, the liquidator shall use all commercially reasonable efforts to obtain distribute (in accordance with the best possible price provisions of this subsection (c) and may sell any or all of the Company’s, and the Facility Company’s Assets subsection (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrancesd), including ) to the Members at such price, but in no event lower than Participants the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow in accordance with their Sharing Percentages. The liquidator, at its option. may sell Venture properties at the best cash price available therefor and liquidation proceeds) the cash therefrom shall be distributed to the Members Participants in accordance with the positive balances in their Capital Accounts; andprovisions of this subsection (c). (vid) Any distribution At the option of the liquidator, all or any part of the Venture properties may be distributed in kind to the Members in respect Participants. In such event, the properties of their Capital Accounts pursuant to this Section 10.2 the Venture shall be made by conveyed and assigned to the end of Participants in a manner so that they shall be entitled to receive from the Company taxable year interests so conveyed and assigned to them income on the same basis as specified in which a Liquidating Event occurs (or if laterSection 4.1. The interests in Venture properties distributed to the Participants may be subject to such liens, within 90 days after encumbrances and restrictions as affect the properties on the date of such Liquidating Event). (b) distribution. The liquidator shall comply with any requirements of the Texas Uniform Partnership Act and all other applicable laws pertaining to the winding up of the affairs of the Venture and the final distribution of its assets. The distribution of cash or property to a Member the Participants in accordance with the provisions of this Section 10.2 constitutes 8.2 shall constitute a complete return to the Member Participants of its Capital Contributions and a complete distribution to their respective interests in the Member on account of its Membership Interest Venture and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActVenture property.

Liquidation and Termination. (a) On dissolution Upon dissolution, the Company shall not be terminated and shall continue until the winding up of the affairs of the Company is completed. Upon the winding up of the Company, the Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Company properties with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator liquidators are as follows: (ia) As as promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of independent certified public accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (iib) The liquidator the liquidators shall pay cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company or otherwise make adequate provision for them payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine); (iii) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (Bd) with respect to all The balance, if any, of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets shall be distributed to the all Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event4.1(a). (b) . The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 10.2 and Section 10.3 constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member on account Members of its Membership Interest their Company Interests and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. If any Member’s Capital Account is not equal to the amount to be distributed to such Member pursuant to Section 18-502(b) 10.2, Net Profits and Net Losses for the Fiscal Year in which the Company is dissolved shall be allocated among the Members in such a manner as to cause, to the extent possible, each Member’s Capital Account to be equal to the amount to be distributed to such Member pursuant to Section 10.2. The Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the ActCompany remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members shall have no recourse against the Company or any other Member or any other Person.

Liquidation and Termination. (a) On Subject to Section 10.2(d), upon dissolution of the Company, the Managing Member shall act as a liquidator or may appoint one or more other Persons Members as liquidatorliquidator (the “Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expenseby the Company. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers and the Operators. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (iib) The liquidator Liquidator shall pay from cause any notices required by Law to be mailed to each known creditor of and claimant against the Company funds all in the manner described by such Law. (c) Upon dissolution of the debts Company, and liabilities subject to Section 10.2(d) below, the Liquidator shall sell the assets of the Company and at the Facility Company or otherwise make adequate provision for them (including the establishment of a cash escrow fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets best price available. The property of the Company: (A) Company shall be liquidated as promptly as is consistent with obtaining the liquidator shall use all commercially reasonable efforts to obtain the best possible price and fair value thereof. The Liquidator may sell any or all Company property, including to one or more of the Members (other than any Member in Default at the time of dissolution), provided that any such sale to a Member must be made on an arm’s length basis under terms which are in the best interest of the Company’s. If any assets are sold or otherwise liquidated for value, the Liquidator shall proceed as promptly as practicable in a commercially reasonable manner to implement the procedures of this Section 10.2(c). (d) Subject to the terms and conditions of this Agreement and the Facility Company’s Assets Act (subject to any and all restrictions to which especially Section 18-804), the Liquidator shall distribute the assets of the Company or in the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; andfollowing order of priority: (Bi) with respect first, to all creditors of the Company (including creditors who are Members) in satisfaction of the liabilities of the Company’s , including any accrued liabilities arising under the Affiliate Contracts (whether by payment or the Facility Company’s Assets that have not been sold, the Values making of such Assets shall be determined pursuant to subparagraph reasonable provision for payment thereof); and (ii) of the definition of Value; (iv) items of incomesecond, gainremaining amounts, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) firstif any, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with their respective positive Capital Account balances, as determined after taking into account all Capital Account adjustments for the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made by the end taxable year of the Company taxable year during which the liquidation of the Company occurs. The Liquidator shall determine whether any assets of the Company shall be liquidated through sale or shall be distributed in which a Liquidating Event occurs (or if later, within 90 days after the date kind. A distribution in kind of such Liquidating Event). (b) The distribution of cash or property an asset to a Member in accordance with shall be considered, for the provisions purposes of this Section 10.2 constitutes Article X, a complete return distribution in an amount equal to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) fair market value of the Actassets so distributed as determined in good faith by the Liquidator in its reasonable discretion.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member or such other or additional Class A Member or Members shall act as liquidator or may appoint one or more other Persons as liquidatorliquidators. The liquidator liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Company properties with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidator liquidators are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of certified public accountants of the Company’s and the Facility Company’s Assets's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (iib) The liquidator liquidators shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine);. (iiic) with respect to the All remaining Assets assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members Owners in accordance with the their positive Capital Account balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts adjusted for all distributions and allocations pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (Article V for all periods ending on or if later, within 90 days after before the date of such Liquidating Eventthe distribution). (bd) The liquidators shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash or and/or property to a Member an Owner in accordance with the provisions of this Section 10.2 11.2 constitutes a complete return to the Member Owner of its Capital Contributions and a complete distribution to the Member on account Owner of its Membership Interest interest in the Company and all the Company’s 's property and constitutes a compromise to which all Members Owners have consented pursuant to Section 18-502(b) within the meaning of the Act. To the extent that an Owner returns funds to the Company, it has no claim against any other Owner for those funds.

Liquidation and Termination. (a) On Subject to Section 10.2(d), upon dissolution of the Company, a representative of the Managing Company selected by the Board (not including any Board Member appointed by a Member in Default at the time of dissolution) shall act as a liquidator or may appoint one or more other Persons Members as liquidatorliquidator (“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Managing MemberMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by the Certified Public Accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, and operations through the last day of the calendar month Calendar Month in which the dissolution occurs or the final liquidation is completed, as applicable;. (iib) The liquidator Liquidator shall pay cause any notices required by law to be mailed to each known creditor of and claimant against the Company in the manner described by such law. (c) Upon dissolution of the Company, the Liquidator shall use its best efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator shall deem it advisable to sell, subject to obtaining fair value of such assets and any tax or other legal considerations. (d) Subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company Company, including, without limitation, all expenses incurred in liquidation or otherwise make adequate provision for them payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); (iii) with respect to the remaining Assets ; provided, however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations in favor of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereofcreated by this Agreement; and (Bii) with respect to all remaining assets of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) Company shall be distributed to the Members in accordance with their respective positive Capital Account balances (determined after taking into account all adjustments to Capital Accounts required pursuant to this Agreement for the positive balances accounting period during which such liquidation occurs (other than those made as a result of the distributions set forth in their Capital Accounts; andthis Section 10.2(d)). (vie) Any distribution All distributions in kind to the Members in respect shall be made subject to the liability of their Capital Accounts each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event). (b) 10.2. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 10.2 constitutes shall constitute a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actproperty.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member Board shall act as the liquidator or may appoint one or more other Persons Members as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator are as follows: (ia) As as promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of certified public accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (iib) The the liquidator shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof; (including d) the establishment of a cash escrow fund for liquidator shall make reasonable provision to pay all contingent, conditional or unmatured liabilities in such amount and for such term as contractual claims known to the liquidator may reasonably determine)Company; (iii) with respect to the remaining Assets of the Company: (Ae) the liquidator shall use all commercially reasonable efforts make such provision as will be reasonably likely to obtain be sufficient to provide compensation for any claim against the best possible price and may sell any Company which is the subject of a pending action, suit or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions proceeding to which the Company or is a party; (f) the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including liquidator shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the Members at such priceCompany or that have not arisen but that, but in no event lower than based on facts known to the Fair Market Value thereofCompany, are likely to arise or to become known to the Company after the date of dissolution; and (Bg) with respect to all remaining assets of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) Company shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made 5.2 by the end of the Company taxable year in of the Company during which a Liquidating Event the liquidation of the Company occurs (or or, if later, within 90 days after the date of such Liquidating Eventthe liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 12.2. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 10.2 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) On Upon dissolution of the CompanyPartnership, the Managing Member General Partner or, if the withdrawal of the General Partner caused the dissolution of the Partnership, a person selected by all of the Limited Partners, shall act as liquidator or may shall appoint one or more other Persons as liquidator. The liquidator liquidators who shall proceed diligently have full authority to wind up the affairs of the Company Partnership and make final distributions distribution as provided in this Agreementherein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Managing MemberGeneral Partner. The steps to be accomplished by the liquidator are as follows: (ia) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Partner, shall cause a proper accounting to be made by the Certified Public Accountants Partnership's independent accountants of the Company’s and the Facility Company’s AssetsPartnership's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (iib) The liquidator shall pay from Company funds all of the debts and liabilities of the Company and the Facility Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for them therefor (including without limitation the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine); (iii) with respect to the remaining Assets . After making payment or provision for all debts and liabilities of the Company: Partnership, the Partners' Capital Accounts shall then be adjusted by (Ai) assuming the liquidator shall use sale of all commercially reasonable efforts to obtain the best possible price and may sell any or all remaining assets of the Company’s, and Partnership for cash at their respective fair market values (as determined by an appraiser selected by the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (Bliquidator) with respect to all as of the Company’s or date of termination of the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph Partnership and (ii) debiting or crediting each Partner's Capital Account with its respective share of the definition hypothetical gains or losses resulting from such assumed sales in the same manner as each such Capital Account would be debited or credited for gains or losses on actual sales of Value; such assets. The liquidator shall then by payment of cash or property (ivvalued as of the date of termination of the Partnership at its fair market value by the appraiser selected in the manner provided above) items of income, gain, loss and deduction (including any such items attributable distribute to the disposition of Assets pursuant Partners such amounts as are required to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with pay the positive balances in of their respective Capital Accounts; and (vi) . Such a distribution shall be in cash or in kind as determined by the liquidator. Any distribution to the Members Partners in respect liquidation of their Capital Accounts pursuant to this Section 10.2 the Partnership shall be made by the latter of either the end of the Company taxable year in which the liquidation occurs or on a Liquidating Event occurs date which is not more than ninety (or if later, within 90 90) days after the date of such Liquidating Event)liquidation. For purposes of the preceding sentence, the term "liquidation" shall have the same meaning as set forth in Treasury Regulation Section 1.704-1(b)(2)(ii) as in effect at such time. Each Partner shall have the right to designate another person to receive any property which otherwise would be distributed in kind to that Partner pursuant to this Section 8.2. (bc) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Partner shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash or and/or property to a Member the Partners in accordance with the provisions of this Section 10.2 constitutes 8.2 shall constitute a complete return to the Member Partners of its their Capital Contributions and a complete distribution to the Member on account Partners of its Membership Interest their interest in the Partnership and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the ActPartnership property.

Liquidation and Termination. (a) On dissolution of the Company, the Managing Member Board of Managers shall act as liquidator or may unanimously appoint one or more other Representatives or Persons as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Managing MemberBoard of Managers. The steps to be accomplished by the liquidator are as follows: (ia) As as promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of certified public accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (iib) The the liquidator shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company (including all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof; (including d) the establishment of a cash escrow fund for liquidator shall make reasonable provision to pay all contingent, conditional or unmatured liabilities in such amount and for such term as contractual claims known to the liquidator may reasonably determine)Company; (iii) with respect to the remaining Assets of the Company: (Ae) the liquidator shall use all commercially reasonable efforts make such provision as will be reasonably likely to obtain be sufficient to provide compensation for any claim against the best possible price and may sell any Company which is the subject of a pending action, suit or all of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions proceeding to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; anda party; (Bf) with respect the liquidator shall make such provision as will be reasonably likely to all of the Company’s or the Facility Company’s Assets be sufficient for claims that have not been soldmade known to the Company or that have not arisen but that, based on facts known to the Values Company, are likely to arise or to become known to the Company within ten (10) years after the date of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Valuedissolution; (ivg) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs liquidator shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of distribute all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances assets of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 10.2 shall be made Company by the end of the Company taxable year in of the Company during which a Liquidating Event the liquidation of the Company occurs (or or, if later, within 90 ninety (90) days after the date of such Liquidating Eventthe liquidation) in accordance with Section 3.01 (but subject to the other applicable provisions in this Agreement).; and (bh) all distributions in-kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.02. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 10.2 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. (a) On dissolution If JF US does not purchase the Membership Interest of CenterPoint or cause the CompanyCompany to redeem the Membership Interest of CenterPoint pursuant to Section 10.2, then the Managing Member Board shall act as liquidator or may appoint one or more other Persons Officers as liquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation will shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Company Company’s Properties with all of the power and authority of the Managing MemberBoard. The steps to be accomplished by the liquidator liquidators are as follows: (iA) As promptly as reasonably practicable possible after dissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by the Certified Public Accountants a recognized firm of certified public accountants of the Company’s and the Facility Company’s Assetsassets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (iiB) The liquidator liquidator(s) shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder. (C) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company and the Facility Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for them payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent, conditional or unmatured contingent liabilities in such amount and for such term as the liquidator may reasonably determine);. (iiiD) with respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all of the Company’sThe balance, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subjectif any, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) items of income, gain, loss and deduction (including any such items attributable to the disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated as follows: (A) first, after giving effect to the special allocations in Section 4.3, items of gross income, gain and credit arising in connection with the liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such deficit balance has thereby been eliminated; (B) then, any remaining items of income or gain shall be allocated among the Members so as to cause, as quickly as possible, the aggregate positive Capital Account balances of the Class B Members and the aggregate positive Capital Account balances of the Class A Members to be in proportion to the percentages set forth in Section 10.2(a)(iv)(C); and; (C) finally, any remaining items of income or gain shall be allocated among the Members, 90% to the Class A Members pro rata according to their respective Class A Units and 10% to the Class B Members pro rata according to their respective Class B Units; (v) After giving effect to all allocations (including those under Section 4.2 and Sections 10.2(a)(iv)), all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1 and Section 3.2) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) assets shall be distributed to the Members in accordance with the positive balances in their Capital Accounts; and (vi) Any distribution to the Members in respect of their Capital Accounts Article V. Distributions pursuant to this Section 10.2 5.2 shall be made by the end of the Taxable Year of the Company taxable year in during which a Liquidating Event the liquidation occurs (or or, if later, within 90 ninety (90) days after the date of such Liquidating Eventthe liquidation). (b. The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/ or property to a Member in accordance with the provisions of this Section 10.2 10.3 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Act. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 10.3 constitutes a complete distribution to such Assignee of its interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.