Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. (a) Upon dissolution of the Partnership, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators Manager shall act as liquidating trustee of the Company (any or all of whom may be a Partnerin such capacity, the “Liquidating Manager”) who and shall have full authority proceed to wind up the affairs of the Partnership Company, liquidate the remaining Assets and make final distribution as provided hereinwind-up the business of the Company. The liquidator Liquidating Manager shall proceed diligently to wind up the affairs cause a full accounting of the Partnership Assets and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all liabilities of the power and authority of the Managing Partner. The steps Company to be accomplished by taken and shall cause the liquidator are as follows: (i) Assets to be liquidated and the business to be wound up as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made by either or both of the Partnership Properties, following methods: (i) selling the Partnership’s liabilities Assets and operations through distributing the last day of the month net proceeds therefrom in which the dissolution occurs; accordance with Section 9.2(b) or (ii) if the liquidator Liquidating Manager shall pay all of so determine, distributing the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed Assets in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this accordance with Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner9.2(b). (b) The liquidator proceeds of liquidation shall comply with all requirements be applied in the following order of Applicable Law pertaining priority: (i) first, to the winding up satisfaction of debts and liabilities (including expenses of liquidation) of the affairs Company (whether by payment or the reasonable provision for payment thereof), if any, in the order of priority provided by the Act (including any reserve the Liquidating Manager determines necessary to provide for any contingent, conditional or unmatured liabilities or obligations of the Partnership Company to third parties to be held and disbursed as directed by the final distribution Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of its assets. The distribution to such period as the Partners Liquidating Manager may deem advisable and in accordance with the provisions of this Section 9.2 Act, the balance remaining in such reserve shall constitute a complete return be distributed as provided herein) and (ii) second, to the Partners Members, in accordance with Section 7.1. (c) The Company shall terminate when (i) all of their respective Partnership Interest the Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the Partnership manner provided for in this Agreement and all Partnership Properties(ii) the Certificate shall have been canceled in the manner required by the Act.

Liquidation and Termination. (a) Upon In the event of the dissolution of the PartnershipPartnership in accordance with Section 9.1 above, unless the remaining Partners, if any, elect to continue the business of the Partnership as provided by the terms of this Agreement, the Liquidator of the Partnership shall proceed with the winding up of the affairs of the Partnership. Upon the dissolution of the Partnership no further business shall be conducted, except for such action as shall be necessary for the winding up of the affairs of the Partnership and the distribution of its assets to the Partners pursuant to the provisions of this section. The Liquidator may appoint in writing one or more liquidators (any or all of whom may be a Partner) liquidating trustees who shall have full authority to wind up the affairs of the Partnership and to make final distribution as provided herein. (b) Upon dissolution of the Partnership, the Liquidator may sell any or all Partnership property at the best price available or it may distribute those properties in kind at their Gross Asset Values. Any Partner or an Affiliate of a Partner may purchase Partnership property upon liquidation following thirty (30) days prior public notice of the proposed sale. The liquidator price paid by a Partner or its Affiliates for any Partnership property shall proceed diligently to wind up in no event be less than the affairs greater of (i) the highest bid received from a third party or (ii) the fair market value of such property as determined by an independent third party appraiser. (c) The Liquidator shall apply and distribute the assets of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolutionFirst, to the liquidator shall cause a proper accounting to be made payment and discharge of all of the Partnership PropertiesPartnership's debts and liabilities to creditors, including the Partnership’s liabilities and operations through Existing Loans but excluding other debts to the last day of the month in which the dissolution occursPartners; (ii) Second, to the liquidator shall pay payment and discharge of all of the Partnership's other debts and liabilities of to the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; andPartners. (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cashThird, after deducting giving effect to all expenses reasonably relating to such salecontributions, to such Partner. Any gain or loss attributable to distributions and allocations for taxable years including the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to taxable year in which the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution liquidation occurs, to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return positive balances in their respective Capital Accounts; and (iv) The balance, if any, according to the Partners of their Partners' respective Partnership Interest in the Partnership and all Partnership PropertiesPercentages.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution Distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator liquidators shall pay all cause the notice described in the Act to be mailed to each known creditor of and claimant against the debts and liabilities of Company in the Partnership manner described thereunder; (including all expenses incurred in liquidationc) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ): first, all expenses incurred in liquidation; and second, all of the extent debts, liabilities and obligations of the cash required for this purpose is not otherwise available, the liquidator may sell Company; (d) all remaining assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject Members (i) first to such liensthe Class B Unitholders, encumbrances in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and restrictions as affect then (ii) the Partnership Properties on balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions and a complete distribution to the Members of their interest in the Partnership Company and all Partnership Properties.the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Maryland Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) to the extent that any exist and only to the extent required by applicable Law, the liquidators shall cause the notice described in the Maryland Act to be mailed to each known creditor of and claimant against the Company prior to dissolving the Company in the manner described and required thereunder; (c) the liquidator liquidators shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available): first, the liquidator may sell assets all expenses incurred in liquidation; and second, all of the Partnership for cashdebts, liabilities and obligations of the Company; and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe Company’s property and constitutes a compromise to which all Members have consented. 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) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerMember. The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolution9.2.1 First, the liquidator liquidators shall cause a proper accounting to be made of the Partnership Propertiespay, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation, all Management Services obligations and all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 3.8.3) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available; 9.2.2 Second, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for payment of all debts and liabilities of the PartnershipCompany’s liabilities has been made in accordance with Section 9.2.1, the Partnership Properties Company shall be sold or distributed in kind distribute to each Preferred Unitholder with respect to its Preferred Units the Partners. The interests in Partnership Properties distributed sum of (a) any accrued undistributed preferred return, determined pursuant to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on Section 4.1.2 through the date of such distribution. Upon written request made by any Partner, with respect to such Preferred Units, plus (b) the Issue Price with respect to such Preferred Units (such sum, with respect to each series of Preferred Units, the liquidator shall sell the Partnership Properties that otherwise would be distributable “Liquidation Preference”). If there are not enough proceeds to such Partner make all payments under this Section 9.2 at 9.2.2, payments shall be made pro rata among the best cash price available therefore and distribute such cashPreferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, after deducting payment or provision for payment of all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Company’s liabilities has been made in accordance with the provisions of this Section 9.2 shall constitute a complete return 9.2.1 and distributions to the Partners Preferred Unitholders have been made in accordance with Section 9.2.2, the Company shall distribute to the P10 member an amount equal to the amount of their respective Partnership Interest the then-remaining unpaid RCP Seller Obligations. 9.2.4 Fourth, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1 and distributions to the Partnership Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all Partnership Propertiesremaining assets of the Company shall be distributed to the Common Unitholders, pro rata based on the number of Common Units held by each Common Unitholder.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator liquidators shall pay all cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the debts and liabilities of Company in the Partnership manner described thereunder; (including all expenses incurred in liquidationc) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ) the extent the cash required for this purpose is not otherwise availablefollowing: first, the liquidator may sell assets all expenses incurred in liquidation; second, all of the Partnership for cashdebts, liabilities and obligations of the Company owed to creditors other than the Members and third, all of the debt, liabilities and obligations of the Company owed to Members (other than any payments or distributions owed to such Members in their capacity as Members pursuant to this Agreement); and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of independent certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Section 4.1(a) by the end of the Taxable Year of the Company during which the last day of the plan of liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 12.2 and Section 12.3 constitutes a complete return to the Partners Members of their respective Partnership Interest in Capital Contributions and a complete distribution to the Partnership Members of their Company Interests and all Partnership Propertiesof 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 12.2(d), Profits and 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 12.2(d).

Liquidation and Termination. (a) Upon the dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distribution Company as provided herein, in the Delaware Act (including in a manner that avoids the imposition of personal liability upon any Unitholder, Manager or officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until payment of the final distributionliquidating Distribution to the Unitholders, the liquidator liquidators shall continue to operate the Partnership business Company’s properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutionThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator As promptly as practicable after dissolution, the liquidators shall comply cause the remaining Company assets (the “Liquidation Assets”) to be distributed among the Unitholders in accordance with all requirements Section 4.1(b). (c) Prior to distribution of Applicable Law pertaining Liquidation Assets, any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account, on a per Unit basis, would be uniform. If any Unitholder’s Capital Account is not so uniform, then gross items of income, gain, deduction and loss for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution extent possible, each Unitholder’s Adjusted Capital Account Balance to be equal to the Partners amount to be distributed to such Unitholder pursuant to Section 4.1. If the Distribution of any non-cash Liquidation Asset cannot be made to a recipient because the recipient lacks a particular license, then (i) such non-cash Liquidation Asset must be first liquidated or (ii) such non-cash Liquidation Asset shall be Transferred to (A) such recipient’s Affiliate that is so licensed or (B) another Unitholder that is so licensed (if such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that do not require the recipient to be licensed). (d) The Distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 12.2 constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete Distribution to the Unitholder of its interest in the Partnership Company and all Partnership PropertiesCompany property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. If the Company is dissolved and not reconstituted, the business of the Company shall be wound-up and the Company terminated as promptly as practicable thereafter, and each of the following shall be accomplished: (a) Upon dissolution The Liquidating Member shall cause to be prepared (i) statements setting forth the assets and liabilities of the Partnership, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs Company as of the Partnership date of dissolution and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distributiondate of complete liquidation, the liquidator a copy of such statements shall continue be furnished to operate the Partnership business with all of the power Members and authority (ii) a report in reasonable detail of the Managing Partnermanner or disposition of assets. (b) The property and assets of the Company shall be liquidated by the Liquidating Member as promptly as possible, but in an orderly, businesslike and commercially reasonable manner and subject to the provisions of the Annual Budget then in effect or a liquidity plan Approved by Members. The steps Liquidating Member may, in the exercise of its business judgment and if commercially reasonable, determine to defer the sale of all or any portion of the property and assets of the Company if deemed necessary or appropriate to realize the fair market value of any such property or assets; provided, however, that such liquidation shall comply in all events with the timing requirements of Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (c) The proceeds of sale and all other assets of the Company shall be accomplished applied and distributed by the liquidator are Liquidating Member as followsfollows and in the following order of priority: (i) as promptly as possible after dissolutionFirst, to the liquidator shall cause a proper accounting to be made payment of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (iiA) the liquidator shall pay all of the debts and liabilities of the Partnership Company (including all any outstanding amounts due on any recourse Financing encumbering the Company Assets (or any part thereof)) and (B) the expenses incurred in of liquidation; then (ii) or otherwise make adequate provision thereforeSecond, includingsubject to Approval by Investor, but not limited to, to the establishment of any Reserves that the Liquidating Member shall determine in its commercially reasonable judgment to be reasonably necessary for contingent, unliquidated or unforeseen liabilities or obligations of the Company or the Members arising out of or in connection with the Company. Such Reserves may, in the commercially reasonable discretion of the Liquidating Member, be paid over to a cash escrow fund national bank or national trust company selected by the Members and authorized to conduct business as an escrowee to be held by such bank or trust company as escrowee for contingent the purposes of disbursing such Reserves to satisfy the liabilities and obligations described above, and at the expiration of such period distributing any remaining balance as provided hereinafter in such amount and for such term as the liquidator may determinethis Section 11.2(c). To ; provided, however, that, to the extent the cash required for this purpose is that it shall have been necessary, by reason of applicable law or regulation, to create any Reserves prior to any and all distributions which would otherwise have been made under Section 11.2(c)(i) and, by reason thereof, a distribution under Section 11.2(c)(i) has not otherwise availablebeen made, the liquidator may sell assets of the Partnership for cashthen any balance remaining shall first be distributed pursuant to Section 11.2(c)(i); andthen (iii) after making payment Third, to the repayment of any liabilities or provision for all debts and liabilities of the Partnership, Company to any of the Partnership Properties shall be sold or distributed in kind Members pro rata to the Partners. The interests in Partnership Properties distributed respective outstanding balances of such liabilities; and then (iv) Fourth, to the Partners may be subject to such liensMembers, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this in accordance with Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner5.3. (bd) The liquidator Liquidating Member shall comply with all requirements of Applicable Law pertaining to cause the winding up filing of the affairs Certificate of Cancellation pursuant to Section 18-203 of the Partnership Delaware Act and shall take all such other actions as may be necessary to terminate the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership PropertiesCompany.

Liquidation and Termination. (a) X.2.1 Upon the dissolution of the PartnershipCompany as provided in Section X.1, the Partners Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Members shall act as liquidators or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority other Persons to wind up the affairs of the Partnership and make final distribution act as provided hereinliquidator. The liquidator shall proceed diligently to wind oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distribution assets, either cause the Company's assets to be sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Members, distributed to the Liquidation Member) and, if sold, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided hereinin paragraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership Company's business and other property and assets with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) during the period commencing on the first day of dissolution pursuant to Section X.1 hereof and ending on the date on which all of the assets of the Company have been distributed to the Members in accordance with this Section X.2, the Members shall continue to share Income, Loss, and other items of Company income, gain, loss or deduction in the manner provided in Article V, provided that no distributions shall be made pursuant to Section V.4; (c) the liquidator shall pay or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term terms as the liquidator may reasonably determine). To ; (d) all remaining assets of the extent Company shall be distributed to the cash required for this purpose is not otherwise available, Members in accordance with the positive balances of their Capital Accounts; and (e) the liquidator may sell assets of any or all Company property, including to the Partnership Members for cash; andfair market value. (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed X.2.2 Any distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnertermination. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipLLC, the Partners Board shall act as liquidator or may appoint one or more liquidators (any representatives or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Unitholders as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership LLC, sell all or any portion of the LLC assets for cash or cash equivalents as they deem appropriate, and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as an LLC expense. Until final distribution, the liquidator shall continue to operate the Partnership business LLC properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Propertiespay, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy, or discharge from LLC funds all of the debts debts, liabilities, and liabilities obligations of the Partnership LLC (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ) and shall promptly distribute the extent the cash required for this purpose is not otherwise available, the liquidator may sell remaining assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partnersholders of Units in accordance with Section 4.1(a), as if the LLC’s Taxable Year closed immediately prior to such distribution. The interests in Partnership Properties Any non-cash assets that are distributed to the Partners may Unitholders will first be subject written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such liens, encumbrances and restrictions as affect Unitholder pursuant to this Section 13.2. In making the Partnership Properties on the date of such distribution. Upon written request made by any Partnerdistributions pursuant to this Section 13.2, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such allocate each type of asset (i.e., cash, after deducting all expenses reasonably cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Unitholder. Any such distributions in kind shall be subject to (x) such conditions relating to the disposition and management of such sale, to assets as the liquidator deems reasonable and equitable and (y) the terms and conditions of any agreement governing such Partner. Any gain assets (or loss attributable to the sale shall be allocated to operation thereof or the holders thereof) at such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetstime. The distribution of cash and/or property to the Partners a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 13.2 constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete distribution to the Unitholder of its interest in the Partnership LLC and all Partnership Propertiesthe LLC’s property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the LLC, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) Upon Subject to Section 3.4, Section 3.5 and Section 7.4, upon dissolution of the PartnershipCompany, a representative of the Partners Company selected by the Board (not including any Member in Default at the time of dissolution) will act as a liquidator or may appoint one or more liquidators Members as liquidator (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein"LIQUIDATOR"). The liquidator shall Liquidator will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall Liquidator will continue to operate the Partnership business 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 PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall Liquidator will cause a proper accounting to be made of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay Liquidator will 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) subject to the terms and conditions of this Agreement and the Act (including Section 18-803 thereof), the Liquidator will distribute the assets of the Company in the following order: (i) the Liquidator will pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (Company, including all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund or trust for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To the extent the cash required for this purpose is ; provided, however, such payments will not otherwise available, the liquidator may sell assets include any Capital Contributions described in Article IV or any other obligations in favor of the Partnership for cashMembers created by this Agreement other than a loan made pursuant to any provision; (ii) the Liquidator will pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by Members, as described in Section 4.4; and (iii) after making payment or provision for all debts and liabilities remaining assets of the PartnershipCompany will be distributed to the Members as follows: (A) 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 any such sale to a Member is made on an arms' length basis under terms which are in the best interest of the Company and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts of the Members (i) first, to the Contributing Members to the extent that an amount equal to the Excess Amounts (as described in Section 4.2) with respect to such Contributing Members has not already been allocated to such Contributing Members pursuant to Section 5.1(j), and (ii) thereafter, on a pro rata basis in accordance with each of their respective Sharing Ratio; (B) with respect to all Company property that has not been sold, the Partnership Properties shall fair market value of that property (as determined by the Liquidator using any method of valuation as it, in good faith, deems reasonable) will be sold or determined and the Capital Accounts of the Members will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members (including pursuant to Section 12.2(c)(iii)(A) hereof) if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property will be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (C)), and in each case, those distributions will be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation); All distributions in kind to the Partners. The interests in Partnership Properties distributed Members will be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall liabilities will be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 12.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 12.2 constitutes a complete return to the Partners Member of their respective Partnership its Capital Contributions and a complete distribution to the Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company's property. 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) Upon On the dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolutionthe liquidators shall pay, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including (w) any obligations of the Company under the Subgrant Agreement, (x) any Company Loans or other loans or advances that may have been made by any of the Members to the Company, (y) any obligations that may be or become due and payable to the providers of any Grant Amount by the Company on account of the winding down of Company operations, sale of Company assets or liquidation, whether pursuant to Applicable Law, the agreements governing the Grant Amounts or any negotiated settlement with the providers of any Grant Amount, and (z) all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (ii) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 9.2(a)(i), the liquidator may sell a final allocation of all items of income, gain, loss and expense shall be made in accordance with Section 4.2 and Section 4.3, and all remaining assets of the Partnership for cashCompany shall be distributed to the Members in accordance with Section 4.1(b)(ii); provided, however, that if such liquidation occurs prior to Start-up of the Phase I Project, liquidating Distributions shall be made based upon the Pre-Start-up Liquidation Ratio; and (iii) after making payment any non-cash assets will first be written up or provision for all debts and liabilities of the Partnershipdown to their Fair Market Value, the Partnership Properties shall be sold thus creating Net Income or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensNet Loss (if any), encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale which shall be allocated in accordance with Section 4.2 and Section 4.3. In making such distributions, the PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Membership Interest held by each such Partnerholder, subject to Section 5.6. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution cash or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesthe 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. (c) On the dissolution of the Company, any Field-Related IP (as defined in the Technology License Agreement) and other Intellectual Property Rights (as defined in the Technology License Agreement) owned by the Company at the time of such dissolution (collectively, “Company IP”) will be allocated as follows: (i) Unless otherwise agreed by the Frontier Member and the Valero Member in writing, on the dissolution of the Company, any Company IP will be jointly owned by the Frontier Member and the Valero Member. The Company agrees, and agrees to cause its Subsidiaries, to assign, effective as of the dissolution of the Company, to each of the Frontier Member and the Valero Member an undivided, one-half interest in and to all Company IP, free and clear of all liens, such that the Frontier Member and the Valero Member will each have an undivided one-half ownership interest in and to the Company IP. On the dissolution of the Company, each of the Frontier Member and the Valero Member will be free to fully exploit the Company IP (including to (A) make any modifications, derivative works, enhancements or improvements of or to any Company IP (“Improvements”), (B) develop, make, have made, use, offer to sell, sell, import, export, distribute and otherwise dispose of and exploit any products or services incorporating, based on or derived from, in whole or in part, any Company IP and (C) use, practice, reproduce, perform (both internally and publicly), display (both internally and publicly), license and exploit any Company IP, and distribute copies of any copyrightable works and works of authorship included in the Company IP), each to the same extent as the other, without requiring any approval of, or any notification, reporting, accounting or payment to, the other; provided, however, that neither the Frontier Member nor the Valero Member (y) may sell, mortgage, encumber or transfer, or grant any exclusive rights in or to, any Company IP, except for a sale, mortgage, encumbrance or transfer solely of, or grant of exclusive rights solely under, its undivided one-half interest in and to any Company IP (and not under the other’s undivided one-half interest in and to any Company IP) or (z) inhibit the other’s right to freely use and exploit any Company IP as co-owner. The foregoing assignments of Company’s right, title and interest in the Company IP, and the Frontier Member’s and Valero Member’s rights therein, will be subject to any and all licenses and rights granted by Company prior to such dissolution. (ii) As between the parties, subject to the joint ownership of any underlying Company IP, (A) the Frontier Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. contractors of the Frontier Member (either alone or with any third party) after the dissolution of the Company (“Frontier Improvements”) and (B) the Valero Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Valero Member (either alone or with any third party) after the dissolution of the Company (“Valero Improvements”). The Frontier Member will not have any obligation to make any Frontier Improvements available to the Valero Member, and the Valero Member will not have any obligation to make any Valero Improvements available to the Frontier Member. (iii) If, after the dissolution of the Company, either the Frontier Member or the Valero Member believes that any Company IP is patentable, the Frontier Member or the Valero Member, as applicable, will notify the other in writing, and the Frontier Member and the Valero Member will thereafter meet or correspond in good faith as necessary to discuss and agree upon all matters regarding the filing and prosecution of any patent applications in or to such Company IP and the subsequent maintenance, enforcement and defense of any patents issuing thereon (including the party responsible for such prosecution, maintenance, enforcement and defense, the jurisdictions in which any such applications will be filed, the sharing of costs and expenses in connection therewith and the allocation of any recovery in connection with any such enforcement).

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, unless it is continued as provided above, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Manager, the liquidator shall be one or all of whom may be a Partner) who shall have full authority to wind up more Persons selected in writing by the affairs of the Partnership and make final distribution as provided hereinother Member. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager hereunder. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by the Auditor of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) the liquidator shall pay all of the debts and liabilities of the Partnership Company (including all expenses incurred in liquidationother than the Default Loans, if any) or otherwise make adequate provision therefore, including, but not limited to, therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (c) all remaining assets of the Company shall be distributed to the Members as provided in Section 8.2 hereof. To the extent the cash required for this purpose is not otherwise availableIn connection with such liquidation or termination, the liquidator may sell assets any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities fair market value of the Partnership, the Partnership Properties such property that has not been sold shall be sold or distributed determined and (notwithstanding the provisions of Article 9) income, gain, loss, and deduction inherent in kind such property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members to the Partners. The interests in Partnership Properties distributed extent possible to cause the Partners may be subject Capital Account balance of each Member to such liens, encumbrances and restrictions as affect equal the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be amount distributable to such Partner Member under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner10.2(c) hereof. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon the dissolution of the PartnershipCompany, the Partners may appoint one Officers and Managers of the Company shall cause the Company to liquidate by converting the assets of the Company to cash or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up its equivalent and arranging for the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps Company to be accomplished wound up with reasonable speed but with a view towards obtaining fair value for the Company’s assets, and, after satisfaction (whether by payment or by establishment of reserves therefor) of creditors, including Members who are creditors, shall distribute the liquidator are remaining assets to and among the Members as follows: (i) First, to the Members pro rata in accordance with their respective then Undistributed Preferred Return, in such amounts and until such times as promptly as possible after dissolution, the liquidator shall cause a proper accounting each Member’s Undistributed Preferred Return has been reduced to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurszero (0); (ii) Next, to the liquidator shall pay all of Members pro rata in accordance with the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities Members’ proportionate Unreturned Capital Contributions in such amount amounts, and for until such term time, as the liquidator may determineeach Member’s Unreturned Capital Contributions have been reduced to zero (0). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of Thereafter, to the Partnership, the Partnership Properties shall be sold or distributed Members pro rata in accordance with their respective Percentage Interests. All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetstermination. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 6.2(a) constitutes a complete return to the Partners Member of their respective Partnership its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property. (b) Each Member shall look solely to the assets of the Company for all distributions with respect to the Company and such Member’s capital contribution thereto and share of profits, gains and losses thereof and shall have no recourse therefor (upon dissolution or otherwise) against any other Member. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Members in the Partnership manner provided for in this Agreement, and all Partnership Properties(ii) the Articles of Organization shall have been canceled in the manner required by the LLC Act.

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Managing Member shall act as liquidator or may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as the Company’s expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutionThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made of the Partnership Properties, the PartnershipCompany’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator As promptly as practicable after dissolution, the liquidators shall comply (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s remaining assets (the “Liquidation Assets”) in accordance with Article X hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 4.1, and (iii) deliver to each Unitholder a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation Statement shall be final and binding on all requirements Unitholders. (c) As soon as the Liquidation FMV and the proper amounts of Applicable Law pertaining Distributions have been determined in accordance with Section 10.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the winding up holders of Units in accordance with Section 4.1(b) above. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, preferred or common equity securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as to give effect to and take into account the relative priorities of the affairs different Units; provided further that, in the event that any securities are part of the Partnership Liquidation Assets, each Unitholder that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Managing Member, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the final distribution of its assetsManaging Member. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 10.2(b), Profits and Losses for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Capital Account to be equal to the amount to be distributed to such Unitholder pursuant to Section 10.2(b). The distribution of cash and/or property to the Partners a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 10.2(b) constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete distribution to the Unitholder of its interest in the Partnership Company and all Partnership Propertiesthe Company property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, unless it is continued as provided above, the Partners Managing Member shall act as liquidator or may appoint one or more liquidators (any other Persons as liquidating trustee; however, if the Company is dissolved because of an event occurring with respect to the Managing Member or all if there is no Managing Member at the time of whom may dissolution, the liquidating trustee shall be a Partner) who shall have full authority to wind up one or more Persons selected in writing by the affairs of the Partnership and make final distribution as provided hereinother Members. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation shall be a Company expense. The liquidating trustee may sell any or all Company property. Until final distribution, the liquidator liquidating trustee shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerAdministrative Member hereunder. The steps to be accomplished by the liquidator liquidating trustee are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a firm of certified public accountants acceptable to the Members of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) the liquidator liquidating trustee shall pay satisfy (whether by payment or reasonable provision for payment) all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) Company or otherwise make adequate provision therefore, including, but not limited to, therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiic) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members in accordance with their positive Capital Account balances. In carrying out the provisions of this Article 10, the Managing Member shall comply (x) with the requirement of Regulations Section 9.2 shall constitute a complete return to 1.704-1(b)(2)(ii)(b)(2) or (y) with any other then existing and applicable requirement for “substantial economic effect” within the Partners meaning of their respective Partnership Interest in Section 704(b) of the Partnership Code and all Partnership Propertiesthe related Regulations.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators (any or all of whom may liquidator shall be a Partner) who shall have full authority to wind up Person selected by the affairs of the Partnership and make final distribution as provided hereinBoard. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company at the direction of the Board and make final distribution distributions as provided hereinin this Agreement and in the Act. Until final distribution, the liquidator The costs of liquidation shall continue to operate the Partnership business with all of the power and authority of the Managing Partnerbe borne as a Company expense. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs;occurs or the final liquidation is completed, as applicable. (iib) Upon approval of the winding up and dissolution of the Company, 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 Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and. (iiic) after making payment or provision for all debts The liquidator shall cause any notices required by Applicable Law to be sent to each known creditor of and liabilities of claimant against the Partnership, Company in the Partnership Properties manner described by Applicable Law. (d) All remaining assets shall be sold or distributed to the Members in accordance with the positive balance (if any) of such Member’s Capital Account, after giving effect to all adjustments thereto, including pursuant to Section (B)(a)(iii) of Exhibit A. (e) All distributions in kind to the PartnersMembers shall be valued for purposes of determining each Member’s interest therein at its Fair Market Value (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Code Section 752) at the time of such distribution. The interests Further, each Oil and Gas Interest distributed in Partnership Properties kind shall be distributed so that, to the Partners may extent reasonably practicable, each Member receives the same undivided interest in each Oil and Gas Interest, and such distributions shall be made subject to such liensthe liability of each distributee for costs, encumbrances expenses, and restrictions as affect liabilities theretofore incurred or for which the Partnership Properties on 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. (f) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or 90 days after the date of such distributionliquidation. Upon written request made by any PartnerFor purposes of the preceding sentence, the liquidator term “liquidation” shall sell have the Partnership Properties that otherwise would be distributable to such Partner under this same meaning as set forth in Treasury Regulations Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets1.704-1(b)(2)(ii). The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 10.2 constitutes a complete return to the Partners Member of their respective Partnership its Capital Contribution and a complete distribution to the Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company’s property and constitutes a compromise to which all Members have consented 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. (g) If a sale of the Company is structured as a sale of Membership Interests (whether a direct sale, a merger, an exchange of interests, or other similar transaction), the amount of the aggregate purchase price to be allocated among the Members participating therein shall be determined in a manner consistent with the amounts that would have been distributed to such Members participating therein in accordance with Section 5.2.

Liquidation and Termination. (a) Upon On dissolution of the Partnership, the Partners General Partner shall act as Liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinLiquidator. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution distributions as provided hereinherein and in the Act by the end of the taxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business properties with all of the power and authority of the Managing Partners and the General Partner. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by an accounting firm of the Partnership PropertiesPartnership's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (ii) the liquidator Liquidator shall pay have full power and authority to sell, assign and encumber any or all of the Partnership's assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner; and (iii) all proceeds from liquidation shall be distributed in the following order of priority: (A) first, to the satisfaction of the debts and liabilities of the Partnership both to Partners, to the extent otherwise permitted by law, and to persons other than Partners (but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation (whether by payment or the making of reasonable provision for payment thereof, including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment setting up of a cash escrow fund for contingent liabilities in such amount and for such term reserves as the liquidator Liquidator may determine). To the extent the cash required reasonably deem necessary for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities any liability of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner.); (bB) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution second, pro rata to the Partners in accordance with the positive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)), provided that the terms of any Preferred Interests shall be taken into account in determining whether proceeds are distributed first to the holders of Preferred Interests prior to holders of other Partnership Interests; and (C) last, to the Partners in accordance with their respective Percentage Interests. (b) Notwithstanding the provisions of this Section 9.2 shall constitute a complete return 12.2 which require the liquidation of the assets of the Partnership, but subject to the Partners order of their respective Partnership Interest in priorities set forth above, if upon or following dissolution of the Partnership and the Liquidator determines that an immediate sale of part or all of the Partnership's assets would be impractical or would cause undue loss to the Partners, the Liquidator may, in its reasonable discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Partnership Properties(other than those to Partners as creditors).

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (iia) the liquidator liquidators shall pay pay, satisfy or discharge from the Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (b) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 10.2(a), the liquidator may sell all remaining assets of the Partnership for cashCompany shall be distributed in accordance with Section 5.2. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class E Preferred Membership Interests and all Parity Membership Interests are not paid in full, Distributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) after making payment or provision for all debts and liabilities any payments (but not distributions of stock of the Partnershipcorporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, the Partnership Properties winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties made on a pro-rata basis based on the date aggregate reference amounts of the Class E Preferred Membership Interests and such distribution. Upon Parity Membership Interests; (c) any non-cash assets will first be written request made by any Partnerup or down to their Fair Market Value, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any thus creating gain or loss attributable to the sale (if any), which resulting gain or loss shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of this Section 9.2 the Code. In making such distributions, the liquidators shall constitute a complete return allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Partners Membership Interests held by each such Member; provided, for the avoidance of their respective Partnership Interest doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Partnership and all Partnership PropertiesCompany).

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, the Partners may appoint one Board of Managers or more liquidators (any a Person or all Persons selected by the Board of whom may be a Partner) Managers shall act as liquidator who shall have full authority to wind up the affairs of the Partnership Company and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard of Managers. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs;occurs or the final liquidation is completed, as appropriate. (iib) The liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price thereon provided, however, that upon the consent of the Board of Managers, the liquidator may elect not to sell all or any portion of such properties and assets and instead distribute such properties and assets in kind, subject to the remaining provisions of this Section 8.2. (c) Prior to making any distribution to the Members of properties or assets of the Company (including the proceeds from any sale described in Section 8.2(b)), the liquidator shall pay all of the debts and liabilities of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required After making such payments and except for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind amounts reserved to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to make such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnerpayments, the liquidator shall sell the Partnership Properties that otherwise would be distributable then distribute all cash and other property pursuant to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner4.2(a). (bd) The Except as expressly provided herein, the liquidator shall comply with all any applicable requirements of Applicable Law the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership Company and the final distribution of its assets. The Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (e) Notwithstanding any provision in this Agreement to the Partners contrary, no Member shall be obligated to restore a deficit balance in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Propertiesits Capital Account at any time.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator liquidators shall pay all cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the debts and liabilities of Company in the Partnership manner described thereunder; (including all expenses incurred in liquidationc) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets ) all of the Partnership for cashdebts, liabilities and obligations of the Company (including all expenses incurred in liquidation); and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may Directors shall appoint one a Person or more liquidators (any or all of whom may be a Partner) who shall have full authority Persons to wind up the affairs of the Partnership and make final distribution act as provided hereinliquidator(s). The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution Distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidator liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator liquidator(s) are as follows: (i) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by one of the Partnership Propertiesfive largest accounting firms in the United States (or such other independent accounting firm approved by the Board) of the Company’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidator(s) may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiiiv) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to and the Partners. The interests in Partnership Properties cash proceeds therefrom shall be distributed to the Partners may be subject Members as follows: (A) First, to such liensthe Class A-1 Unit Holders based on their respective Class A-1 Units until the aggregate amount distributed pursuant to this Section 13.2(a)(iv)(A) equals the Class A-1 Unit Liquidation Preference; (B) Next, encumbrances and restrictions as affect to the Partnership Properties Class A Unit Holders based on their respective Class A Units an amount equal to the date aggregate of such distribution. Upon written request made by any Partnerthe FMC Liquidation Preference, the liquidator shall sell Inc. Liquidation Preference and the Partnership Properties that otherwise would be distributable Newco LLC Liquidation Preference until FMC has received the FMC Liquidation Preference, Inc. has received the Inc. Liquidation Preference and Newco LLC has received the Newco LLC Liquidation Preference pursuant to such Partner under this Section 9.2 at 13.2(a)(iv)(B), provided that in the best cash price event the amount available therefore for distribution hereunder is less than such aggregate amount, pro rata among the Class A Unit Holders based on their respective Class A Units; and (C) The remainder, pro rata among Class A-1 Unit Holders and distribute such cashClass A Unit Holders , after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerbased on their respective Units held. (b) The liquidator shall comply with all requirements of Applicable Law pertaining All Distributions to the winding up Members under this Section 13.2 shall be made, as determined by the Board, in cash and/or Securities, and such Distribution of the affairs of the Partnership and the final distribution of its assets. The distribution cash and/or Securities to the Partners a Member in accordance with the provisions of this Section 9.2 13.2 shall constitute a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete Distribution to the Member of the Member’s interest in the Partnership Company and all Partnership Propertiesof 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinin this Agreement within the time required by Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) (or any successor thereto) if applicable. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible practicable after dissolution, and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs;occurs or the final liquidation is completed, as applicable; *** Confidential treatment requested (iib) the The liquidator shall pay from Company funds all of the debts and liabilities of the Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for them (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the ; (c) The liquidator may shall sell assets of the Partnership for cashall Company Property; and (iiid) after making payment or provision for all debts All liquidation proceeds and liabilities any other remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers and Economic Interest Holders as follows: (i) first, encumbrances and restrictions as affect the Partnership Properties on the date 100% of such distribution. Upon written request made by proceeds shall be paid to HXBM until such time as HXBM has received total cumulative distributions (comprising both ordinary and liquidating distributions, but excluding any Partner, Tax Distributions) that equal the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore aggregate of HXBM’s initial and distribute such cash, after deducting all expenses reasonably relating to such saleany additional Capital Contributions; (ii) second, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up extent of the affairs positive balance of each Member’s or Economic Interest Holder’s Capital Account, as determined after taking into account all Capital Account adjustments, including, but not limited to, adjustments in connection with the Partnership liquidation, until each such Capital Account is reduced to zero, and then (iii) the final distribution of its assets. The distribution to the Partners remainder, if any, in accordance with the provisions Percentage Interest of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership each Member or Economic Interest in the Partnership and all Partnership PropertiesHolder, as applicable.

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (iia) the liquidator liquidators shall pay pay, satisfy or discharge from the Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (b) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 10.2(a), the liquidator may sell all remaining assets of the Partnership for cashCompany shall be distributed to the Members, subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred and the GM Preferred Membership Interests, in accordance with the Members’ Capital Account balances (determined after taking into account all allocations of Tax Book Profit and Tax Book Loss and items of income, gain, loss or deduction made pursuant to Article VI), and then any remaining amounts shall be distributed in accordance with clauses (iii) and (iv) of the definition of Targeted Residual Distribution. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class E Preferred Membership Interests and all Parity Membership Interests are not paid in full, Distributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) after making payment or provision for all debts and liabilities any payments (but not distributions of stock of the Partnershipcorporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, the Partnership Properties winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties made on a pro-rata basis based on the date aggregate reference amounts of the Class E Preferred Membership Interests and such distribution. Upon Parity Membership Interests; (c) any non-cash assets will first be written request made by any Partnerup or down to their Fair Market Value, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any thus creating gain or loss attributable to the sale (if any), which resulting gain or loss shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of this Section 9.2 the Code. In making such distributions, the liquidators shall constitute a complete return allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Partners Membership Interests held by each such Member; provided, for the avoidance of their respective Partnership Interest doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Partnership and all Partnership PropertiesCompany).

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (iia) the liquidator liquidators shall pay pay, satisfy or discharge from the Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (b) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 10.2(a), the liquidator may sell all remaining assets of the Partnership for cashCompany shall be distributed to the Members, subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred, the Class F Preferred Membership Interests and the GM Preferred Membership Interests, in accordance with the Members’ Capital Account balances (determined after taking into account all allocations of Tax Book Profit and Tax Book Loss and items of income, gain, loss or deduction made pursuant to Article VI), and then any remaining amounts shall be distributed in accordance with clauses (iii) and (iv) of the definition of Targeted Residual Distribution. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class E Preferred Membership Interests and all Parity Membership Interests are not paid in full, Distributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) after making payment or provision for all debts and liabilities any payments (but not distributions of stock of the Partnershipcorporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, the Partnership Properties winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties made on a pro-rata basis based on the date aggregate reference amounts of the Class E Preferred Membership Interests and such distribution. Upon Parity Membership Interests; (c) any non-cash assets will first be written request made by any Partnerup or down to their Fair Market Value, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any thus creating gain or loss attributable to the sale (if any), which resulting gain or loss shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704-1(b) and other applicable provisions of this Section 9.2 the Code. In making such distributions, the liquidators shall constitute a complete return allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Partners Membership Interests held by each such Member; provided, for the avoidance of their respective Partnership Interest doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Partnership and all Partnership PropertiesCompany).

Liquidation and Termination. (a) Upon On dissolution of the Partnership, the Partners Board of Supervisors shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership business properties with all of the power and authority of the Managing PartnerBoard of Supervisors. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of the Partnership Properties, certified public accountants of the Partnership’s liabilities assets, liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.3) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (c) all remaining assets of the extent Partnership shall be distributed to the cash required for this purpose is not otherwise available, Partners as follows: (i) the liquidator may sell assets any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts; (ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the Partnership Capital Accounts shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for cashthe fair market value of that property on the date of distribution; and (iii) after making payment or provision for all debts and liabilities All remaining assets shall be distributed to the Partners in accordance with Section 5.3. If such distributions do not correspond to the positive capital account balances of the PartnershipPartners immediately prior to such distributions, then income, gain, loss and deduction for the fiscal year in which the liquidation occurs shall be reallocated among the Partners to cause, to the extent possible, the Partnership Properties Partners’ positive capital account balances immediately prior to such distribution to correspond to such amounts, and in the event the income, gain, loss and deduction for the fiscal year in which the liquidation occurs is not sufficient to achieve this result then the income, gain, loss and deduction for prior fiscal years shall be sold or distributed reallocated to achieve such result and the income tax returns of the Partnership which may be amended for this purpose shall be amended and filed as appropriate. All distributions in kind to the Partners. The interests in Partnership Properties distributed Partners shall be made subject to the Partners may be subject to such liensliability of each distributee for its allocable share of costs, encumbrances expenses, and restrictions as affect liabilities theretofore incurred or for which the Partnership Properties on has committed prior to the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 11.3. The distribution of cash and/or property to the Partners a Partner in accordance with the provisions of this Section 9.2 shall constitute 11.3 constitutes a complete return to the Partners Partner of their respective its Capital Contributions and a complete distribution to the Partner of its Partnership Interest in the Partnership and all Partnership Propertiesthe Partnership’s property.

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board shall act as liquidator or may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution Distributions as provided herein, in the Delaware Act and in accordance with all state mortgage licensing requirements (including in a manner that avoids the imposition of personal liability upon any Unitholder, Director or officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the liquidator liquidators shall continue to operate the Partnership business Company’s properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutionThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator As promptly as practicable after dissolution, the liquidators shall comply (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s remaining assets (the “Liquidation Assets”) in accordance with all requirements of Applicable Law pertaining Article XIII, (ii) determine the amounts to be Distributed to each Unitholder in accordance with Section 4.1(b) and Distribute such amounts to the winding up Unitholders, and (iii) deliver to each Unitholder a statement setting forth the Liquidation FMV and the amounts and recipients of such Distributions. To the extent any Unitholder has received a Tax Distribution under Section 4.1(a) and such Tax Distribution is not applied as an advance of any Distribution under Section 4.1(b), including by application of Section 12.2(c), the Unitholder shall pay repay such Tax Distribution to the Company and such Tax Distribution shall become part of the affairs of Liquidation Assets. (c) As soon as the Partnership Liquidation FMV and the final distribution proper amounts of its assets. The distribution Distributions have been determined in accordance with Section 12.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the Partners holders of Units in accordance with Section 4.1(b). Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Sections 4.2 and 4.3. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b). If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b), gross items of income, gain, deduction and loss for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Adjusted Capital Account Balance to be equal to the amount to be distributed to such Unitholder pursuant to Section 12.2(b). If the Distribution of any non-cash Liquidation Asset cannot be made to a recipient because the recipient lacks a particular license, then (i) such non-cash Liquidation Asset must be first liquidated or (ii) such non-cash Liquidation Asset shall be Transferred to (A) such recipient’s Affiliate that is so licensed or (B) another Unitholder that is so licensed (if such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that do not require the recipient to be licensed). (d) The Distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 12.2 constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete Distribution to the Unitholder of its interest in the Partnership Company and all Partnership PropertiesCompany property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) Upon the dissolution of the PartnershipCompany, the Partners Board will act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority other Persons to wind up the affairs of the Partnership and make final distribution serve as provided hereinliquidators. The liquidator shall Company’s liquidators will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Maryland Act. The Company will bear the costs of liquidation as a Company expense. Until final distribution, the liquidator shall continue to Company’s liquidators will operate the Partnership business Company’s properties with all of the power and authority of the Managing Partner. The steps to be accomplished by Board. (a) To effect the liquidator are as followsliquidation of the Company, the Company’s liquidators will: (i) as promptly as possible after dissolutionpay, satisfy or discharge from the liquidator shall cause a proper accounting to be made Company assets all debts, liabilities and obligations of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision thereforefor the payment, including, but not limited to, satisfaction or discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may Company’s liquidators reasonably determine). To ; (ii) as promptly as practicable thereafter, (i) determine the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets fair market value of the Partnership for cashCompany’s remaining assets (including, without limitation, Company-Owned Intellectual Property) (the “Liquidation Assets”), (ii) determine the amounts to be distributed to each Member in accordance with Section 12.2(a)(iii), and (iii) deliver to each Member a statement (the “Liquidation Statement”) setting forth the fair market value of the Liquidation Assets and the amount and recipients of such distributions; and (iii) after making payment or provision for all debts and liabilities of thereafter the Partnership, Company’s liquidators will promptly distribute the Partnership Properties shall be sold or distributed in kind Company’s Liquidation Assets to the Partners. The interests holders of Units in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this accordance with Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner4.1. (b) The liquidator shall comply In making distributions under Section 12.2(a)(iii), the Company’s liquidators will allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with all requirements of Applicable Law pertaining respect to the winding up Units held by each Member. To the extent that securities are distributed to any Members in connection with the liquidation, such Members hereby agree to enter into an equity holders agreement with the Company and the other Members restricting the Transfer of such securities and including other provisions (including with respect to the governance and control of the affairs issuer of such securities) comparable to the Partnership Transfer restrictions and the final distribution provisions of its assetsthis Agreement (including Article IX). The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall 12.2(a)(iii) will constitute a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesthe Company’s property and will constitute a compromise to which all Members have consented within the meaning of the Maryland 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) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as the liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occurs;occurs or the final liquidation is completed, as applicable; and (iib) 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; and (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, all expenses incurred in liquidationliquidation and all amounts owed to Members of the Company) or otherwise make adequate provision thereforefor payment and discharge thereof; and (d) the liquidator shall make reasonable provision to pay all contingent, includingconditional or unmatured contractual claims known to the Company; and (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company, but not limited to, which is the establishment subject of a cash escrow fund for contingent liabilities in such amount and for such term as pending action, suit or proceeding to which the Company is a party; and (f) the liquidator may determine). To shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the extent Company or that have not arisen but that, based on facts known to the cash required for this purpose is not otherwise availableCompany, are likely to arise or to become known to the liquidator may sell Company after the date of dissolution; and (g) all remaining assets of the Partnership Company shall be distributed to the Members in the following order of priority: (i) First, to all Members in proportion to their Unreturned Capital Contributions until the Unreturned Capital Contributions of all Members have been reduced to zero ($0); (ii) Second, to all of the Members in proportion to their positive Capital Account balances, until all positive Capital Account balances have been reduced to zero ($0); provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for cashsuch Incentive Unit has been met; and (iii) after making payment or provision for all debts and liabilities Third, any remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed to the Members in proportion to the number of Units held by each, provided however, that Members holding Incentive Units shall not receive any Distribution with respect to any Incentive Unit until the Distribution Threshold for such Incentive Unit has been met. All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cashthose costs, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale and liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributees pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 11.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 11.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesof 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator are as follows: (i) as As promptly as possible reasonably practicable after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany’s Assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (ii) 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 Assets (subject to any and all restrictions to which the Company is subject, including restrictions under Applicable Laws), 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 Assets that have not been sold, the 704(b) Book Values of such Assets shall be determined pursuant to clause (ii) or clause (iii) of the definition of 704(b) Book Value; (iii) The liquidator shall pay from Company funds and Assets all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) Company or otherwise make adequate provision therefore, including, but not limited to, for them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets ; (iv) The net Profits and Losses of the Partnership for cash; and Company (iii) after making payment or provision for all debts and liabilities of the Partnershipincluding any unrealized income, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale deemed disposition of Assets pursuant to Section 10.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs (and any subsequent Taxable Years) shall be allocated among the Members in such a manner so that, to the greatest extent possible, the Capital Accounts of the Members are equal to their respective Target Capital Account Balances; (v) After giving effect to all allocations (including those under Sections 4.2, 4.9 and 10.2(a)(iv)), all distributions (including those under Article V) and all Capital Contributions (including those under Article III) for all periods, all remaining cash and property (including any Distributable Cash and liquidation proceeds) shall be distributed to the Members pro rata 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 Taxable Year in which a Liquidating Event occurs (or if later, within ninety (90) days after the date of such PartnerLiquidating Event). (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution cash or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 10.2 constitutes a complete return to the Partners Member of their respective Partnership its Capital Contributions and a complete distribution to the Member on account of its Membership Interest in the Partnership and all Partnership Propertiesthe Company’s property.

Liquidation and Termination. (a) Upon Except as otherwise provided herein, upon dissolution of the PartnershipCompany, the Partners Members shall act as liquidator or may appoint in writing one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by independent accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs;occurs or the final liquidation is completed, as appropriate. (iib) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after After making payment or provision for all debts and liabilities of the PartnershipCompany, the Partnership Properties liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor. All gain, loss and amount realized on such sales shall be sold or distributed in kind allocated to the PartnersMembers as provided in this Agreement, and the capital accounts of the Members shall be adjusted accordingly. The interests in Partnership Properties distributed liquidator shall then distribute the proceeds of such sales to the Partners may be subject to such liens, encumbrances and restrictions Members in accordance with the positive balances in their respective capital accounts as affect the Partnership Properties on of the date of such distribution. Upon written request made by any Partner, after giving effect to all contributions, distributions and allocations for all periods including the period during which such liquidation occurs. (c) Except as expressly provided herein, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all any applicable requirements of Applicable Law the Act, and all other applicable laws pertaining to the winding up of the affairs of the Partnership Company and the final distribution of its assets. . (d) The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 8.3 shall constitute a complete return to the Partners Members of their respective Partnership Interest capital contributions and a complete distribution to the Members of their interest in the Partnership Company and all Partnership PropertiesCompany property.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as the liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) 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 Partnership Company (including including, without limitation, all expenses incurred in liquidationliquidation and all amounts owed to Members of the Company) or otherwise make adequate provision thereforefor payment and discharge thereof; (d) the liquidator shall make reasonable provision to pay all contingent, includingconditional or unmatured contractual claims known to the Company; (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company, but not limited to, which is the establishment subject of a cash escrow fund for contingent liabilities in such amount and for such term as pending action, suit or proceeding to which the Company is a party; (f) the liquidator may determine). To shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the extent Company or that have not arisen but that, based on facts known to the cash required for this purpose is not otherwise availableCompany, are likely to arise or to become known to the liquidator may sell Company after the date of dissolution; and (g) all remaining assets of the Partnership for cashCompany shall be distributed to the Members in the following order of priority: (i) First, to all Members in proportion to their Unreturned Capital Contributions until the Unreturned Capital Contributions of all Members have been reduced to zero ($0); (ii) Second, to all of the Members in proportion to their positive Capital Account balances, until all positive Capital Account balances have been reduced to zero ($0); and (iii) after making payment or provision for all debts and liabilities Third, any remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed to the Members in proportion to the number of Units held by each. All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distrubutee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cashthose costs, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale and liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 11.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 11.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesof 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Maryland Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occurs; occurs or the final liquidation is completed, as applicable; (ii) b)to the liquidator extent that any exist and only to the extent required by applicable Law, the liquidators shall pay all cause the notice described in the Maryland Act to be mailed to each known creditor of and claimant against the debts Company prior to dissolving the Company in the manner described and liabilities of the Partnership required thereunder; (including all expenses incurred in liquidation) c)the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ): first, all expenses incurred in liquidation; and second, all of the extent debts, liabilities and obligations of the cash required for this purpose is not otherwise available, the liquidator may sell Company; and (d)all remaining assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Section 4.01(a) by the end of the Taxable Year during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidation). The distribution of cash or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe Company’s property and constitutes a compromise to which all Members have consented. 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) Upon On dissolution of the PartnershipCompany, the Partners Directors who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who Members as liquidator. The liquidator shall have full authority to wind up the affairs of the Partnership and make final distribution Company as provided hereinin the Act and shall have all the powers set forth in the Act. The liquidator shall proceed diligently to wind up the affairs costs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties liquidation shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnera Company expense. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to Upon the winding up of the affairs Company, the assets of the Partnership Company shall first be distributed to creditors, including Members and the final distribution of its assets. The distribution Directors who are creditors, to the Partners extent otherwise permitted by applicable law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made. (c) Any assets remaining after the Company’s liabilities and obligations have been paid (or reasonable provision for the payment thereof has been made) shall be distributed to the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company’s taxable year during which such liquidation occurs (other than those made as a result of this Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Reg. § 1.704-1(b)(2)(ii)(b). (d) 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 to a Member, the capital accounts of the Members shall be adjusted to reflect the manner in 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. § 1.704-1(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 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership PropertiesArticle XI.

Liquidation and Termination. (a) Upon dissolution As expeditiously as possible but in no event later than one (1) year after the occurrence of an event of dissolution, the liquidating trustees shall pay liabilities and establish a reserve and make distributions as provided for in Article V. Except as agreed by all of the PartnershipPartners, no Limited Partner shall have the right to demand or receive property other than cash upon liquidation, and the liquidating trustees shall, in any event, have power to sell Partnership assets for cash as necessary to provide for payment of liabilities and establishment of a reserve as aforesaid. All saleable assets of the Partnership may be sold in connection with any liquidation at public or private sale, at such price and upon such terms as the liquidating trustees in their sole and absolute discretion may deem advisable. Except as otherwise provided in Section 5.1, distributions of Partnership assets may be made in cash or in kind, in the sole and absolute discretion of the liquidating trustees. (b) In connection with the sale by the Partnership and reduction to cash of its assets, although the Partnership has no obligation to offer to sell any property to the Partners, any Partner or any partnership, corporation or other entity in which any Partner is in any way interested may bid on and purchase the assets; and provided, further, that if the General Partners may appoint one or more liquidators (any other duly authorized liquidating trustee shall determine that an immediate sale of part or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently assets would cause undue loss to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distributionPartners, the liquidator shall continue to operate the Partnership business with all liquidating trustee may either defer liquidation of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause withhold from distribution for a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities reasonable time any assets of the Partnership (including all expenses incurred in liquidationexcept those necessary to satisfy the Partnership’s current obligations) or otherwise make adequate provision therefore, including, but not limited to, distribute assets to the establishment of a cash escrow fund for contingent liabilities Partners in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; andkind. (iiic) after making payment or provision for all debts and liabilities In connection with the termination of the Partnership, the Partnership Properties shall be sold or distributed in kind furnish to each Partner a statement setting forth the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances assets and restrictions as affect liabilities of the Partnership Properties on as of the date of such distributioncomplete liquidation. Upon written request made by any PartnerAfter distribution of all of the assets of the Partnership, the liquidator Limited Partners shall sell cease to be such, and the General Partners shall cause to be executed, acknowledged and filed all documents necessary to cancel the Partnership’s Certificate of Limited Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at and terminate the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such PartnerPartnership. (bd) The liquidator shall comply with all requirements of Applicable Law pertaining to Nothing in this Article IX will affect, alter, or modify the winding up obligations of the affairs of the Partnership and the final distribution of its assets. The distribution to the General Partners in accordance with the provisions under Article XIII of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership PropertiesAgreement.

Liquidation and Termination. (a) Upon dissolution of the Partnership, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who Liquidator shall have full authority to wind up the affairs of the Partnership as expeditiously as business circumstances allow and make final distribution as provided herein. The liquidator shall proceed diligently within a reasonable period of time to wind up sell or otherwise liquidate the affairs assets of the Partnership and make final and, after paying or making due provision by the setting up of reserves for all liabilities to creditors of the Partnership, distribute the assets among the Partners in accordance with the provisions for the making of distributions set forth in this Article VIII. Any Net Profits or Net Losses or other items realized in connection with the liquidation of the Partnership’s assets shall be allocated among the Partners pursuant to Article IV (taking into account any distributions to be made pursuant to this Section 8.2 and, if a distribution as provided herein. Until final in kind is necessary, after allocating any Net Profits or Net Losses, realized or unrealized, attributable to such distribution). (b) No Partner shall be liable for the return of the Capital Contributions of other Partners; provided, that this provision shall not relieve any Partner of any other duty or liability it may have under this Agreement. (c) Upon liquidation of the liquidator shall continue to operate the Partnership business with Partnership, all of the power and authority assets of the Managing Partner. The steps to Partnership, or the proceeds therefrom, shall be accomplished by distributed or used as follows and in the liquidator are as followsfollowing order of priority: (i1) as promptly as possible after dissolution, for the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all payment of the debts and liabilities of the Partnership and the expenses of liquidation; (including all expenses incurred in liquidation2) to the setting up of any reserves which the Liquidator may deem reasonably necessary for any contingent or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent unforeseen liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets or obligations of the Partnership for cashPartnership; and (iii3) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with Section 4.2. (d) When the provisions Liquidator has complied with the foregoing liquidation plan (and provided that no reserves are then being held in connection with Section 8.2(c)(2)), the Liquidator shall execute, acknowledge and cause to be filed an instrument evidencing the cancellation of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in Certificate, at which time the Partnership and all Partnership Propertiesshall be terminated.

Liquidation and Termination. (a) 11.2.1 Upon the dissolution of the PartnershipCompany as provided in Section 11.1 above, the Partners may appoint one or more liquidators (any or all Company shall continue solely for the purpose of whom may be a Partner) who winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Board shall have full authority to wind up the affairs of the Partnership and make final distribution act as provided hereinliquidator. The liquidator shall proceed diligently to wind oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distribution assets, either cause the Company’s assets to be sold as promptly as is consistent with obtaining fair market value therefor or distributed to the Members and, if sold, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided hereinin paragraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership Company’s business and other property and assets with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) ensure that any remaining portion of the Reserved Units is issued to PEC prior to final distribution and the books and records of the Company are adjusted accordingly; (b) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iic) during the period commencing on the first day of dissolution pursuant to Section 11.1 above and ending on the date on which all of the assets of the Company have been distributed to the Members in accordance with this Section 11.2, the Members shall continue to share Net Profits, Net Losses, and other items of Company income, gain, loss or deduction in the manner provided in Article V hereof, provided that no distributions shall be made pursuant to Section 5.4 above; (d) the liquidator shall pay or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term terms as the liquidator may reasonably determine, or the distribution of property to the Members in kind subject to debts, liabilities or other obligations). To ; and (e) all remaining assets of the extent Company shall be distributed to the cash required for this purpose is not otherwise available, Members as follows: (i) the liquidator may sell assets any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Members in accordance with Section 5.1 above; (ii) with respect to any Company property that has not been sold, the fair market value of such property shall be determined and the Partnership Members’ Capital Accounts shall be adjusted to reflect the manner in which the unrealized gain and unrealized income, gain, loss, and deduction inherent in that property (and that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of that property for cashthe fair market value of that property on the date of distribution; and (iii) after making payment or provision for all debts and liabilities of the Partnershipliquidation proceeds, the Partnership Properties shall as well as any Company property that is to be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator distributed in accordance with Section 5.4 above; provided, however, that all liquidating distributions shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners be made in accordance with the provisions Members positive Capital Account balances within the meaning of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership PropertiesTreas. Reg. ss. 1.704-1(b)(2)(ii)(b)(2).

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as liquidator or may appoint one or more liquidators (any Directors or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as an expense of the Company. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business properties of the Company with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutionThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made assets of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay Company all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate reasonable provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining Notwithstanding anything else contained in this Agreement, the liquidators may withhold, in their discretion, from any distributions to any Member (i) any amounts then due from such Member to the winding up Company or its Subsidiaries, and apply the amounts withheld to pay the amounts then due and (ii) any amounts required to pay any Taxes and related expenses that the liquidators determine to be properly attributable to such Member (including withholding Taxes and interest, penalties and expenses incurred in respect thereof) and apply the amounts withheld to pay the Taxes or expenses attributable thereto. (c) As promptly as practicable after dissolution, the liquidators shall (i) determine, in their discretion, the fair market value of the affairs assets (the “Liquidation Assets”) of the Partnership Company that are available for distribution pursuant to this Section (the “Liquidation FMV”), (ii) determine the amounts to be distributed to each Member in accordance with Section 3.01(a) and (iii) deliver to each Member a statement setting forth the Liquidation FMV and the final distribution amounts and recipients of its assetssuch distributions. (d) As soon as the Liquidation FMV and the proper amounts of distributions have been determined in accordance with Section 9.02(c) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 3.01(a). The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 9.02 constitutes a complete return distribution to the Partners of their respective Partnership Interest Member with respect to its interest in the Partnership and Company. This provision constitutes a compromise to which all Partnership PropertiesMembers 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) Upon On dissolution of the PartnershipCompany, the Partners --------------------------- Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember and the Members. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidator(s) may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities the remaining assets of the Partnership, Company (the Partnership Properties "Remaining Assets") ---------------- shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may Members in accordance with Sections 5.2 and 5.4 ------------ --- hereof. The Remaining Assets shall be subject to such liensdistributed by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, 90 days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation). (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then an accounting of the PartnershipCompany's assets, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs;occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Manager will appoint one or more Persons to serve as the liquidating trustee of the Company. The liquidating trustee will be responsible for winding up and terminating the affairs of the Company and will determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper; provided, -------- however, that all decisions of the liquidating trustee will be made in ------- accordance with the fiduciary duty owed by the liquidating trustee to the Company and each of the Members. The liquidating trustee will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (ii1) To the liquidator shall pay payment and discharge of all of the Company's debts and liabilities of the Partnership to creditors (including all expenses incurred Members) in liquidation) or otherwise make adequate provision thereforethe order of priority as provided by law, including, but not limited to, the establishment of a cash escrow fund other than liabilities for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cashdistributions to Members; and (iii2) after making payment or provision for all debts and liabilities of the PartnershipThe balance, the Partnership Properties shall be sold or distributed if any, in kind proportion to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions Members' positive Capital Account balances as affect the Partnership Properties on of the date of such distribution, as determined after taking into account all Capital Account adjustments for the Fiscal Year during which such liquidation occurs. Upon written request Such distributions shall be made by any Partnerthe end of the Fiscal Year in which the liquidation occurs or, if later, within ninety (90) days after the liquidator shall sell the Partnership Properties that otherwise would be distributable to date of such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation. (b) The liquidator After all of the assets of the Company have been distributed, the Company shall comply with all requirements of Applicable Law pertaining terminate; however, if at any time thereafter any funds in any cash reserve fund referred to in Section 8.3(a) are released because the need for the cash reserve fund has ended, the funds shall be distributed to the winding up Members in the same manner as if the distribution had been made pursuant to Sections 8.3(a)(1) and (2) above. (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Regulation section 1.704-1(b)(2)(ii)(g), if any Member has a deficit or negative balance in the Member's Capital Account (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to the Company, and the negative balance of the affairs of Member's Capital Account shall not be considered a debt owed by the Partnership and the final distribution of its assets. The distribution Member to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return Company or to the Partners of their respective Partnership Interest in the Partnership and all Partnership Propertiesany other Person for any purpose whatsoever.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint in writing one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs;occurs or the final liquidation is completed, as appropriate. (iib) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after After making payment or provision for all debts and liabilities of the PartnershipCompany, the Partnership Properties shall be sold or distributed in kind including, without limitation, debts and liabilities to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any PartnerMembers, the liquidator shall sell all properties and assets of the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at Company for cash as promptly as is consistent with obtaining the best cash price available therefore therefor. All gain, loss and distribute amount realized on such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such Partnersales and any other available cash to the Members in accordance with and to the extent of the positive balances in their respective Capital Accounts. (bc) The Except as expressly provided herein, the liquidator shall comply with all any applicable requirements of Applicable Law the Act, including, without limitation, Sections 8971 through 8978 thereof, and all other applicable laws pertaining to the winding up of the affairs of the Partnership Company and the final distribution of its assets. . (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in his or her Capital Account at any time. (e) The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 9.3 shall constitute a complete return to the Partners Members of their respective Partnership Interest capital contributions and a complete distribution to the Members of their interest in the Partnership Company and all Partnership PropertiesCompany property.

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The Company intends to comply with the “substantial economic effect” safe harbor contained in Treasury Regulations under Code Section 704(b) such that, upon the Company’s liquidation, distributions to the Members are required to be made in accordance with Capital Account balances (as determined after making the allocations described in Section 10.2(c) below and Article VI). The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (iia) the liquidator liquidators shall pay pay, satisfy or discharge from the Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (b) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 10.2(a), the liquidator may sell all remaining assets of the Partnership for cashCompany shall be distributed to the Members, subject to the Act, first to the Class E Preferred Membership Interests, the Treasury Preferred, the Class F Preferred Membership Interests and the GM Preferred Membership Interests, in accordance with the Members’ Capital Account balances (determined after taking into account all allocations of Tax Book Profit and Tax Book Loss and items of income, gain, loss or deduction made pursuant to Article VI), and then any remaining amounts shall be distributed in accordance with clauses (iii) and (iv) of the definition of Targeted Residual Distribution. For the avoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the Company unless and until Blocker Sub receives, in respect of the Class E Preferred Membership Interests, an amount at least equal to the Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the corporation resulting from a Company Conversion); (ii) if, upon the Company’s liquidation (other than pursuant to a Company Conversion), the amounts distributed with respect to the Class E Preferred Membership Interests and all Parity Membership Interests are not paid in full, Distributions in respect of the Class E Preferred Membership Interests and all Parity Membership Interests shall be made equally and ratably in proportion to the respective Capital Accounts attributable thereto; and (iii) after making payment or provision for all debts and liabilities any payments (but not distributions of stock of the Partnershipcorporation resulting from a Company Conversion) made upon liquidation or dissolution of the Company (other than an involuntary liquidation, the Partnership Properties winding-up, dissolution of other similar involuntary procedure) in respect of Class E Preferred Membership Interests and Parity Membership Interests shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties made on a pro-rata basis based on the date aggregate reference amounts of the Class E Preferred Membership Interests and such distribution. Upon Parity Membership Interests; (c) any non-cash assets will first be written request made by any Partnerup or down to their Fair Market Value, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any thus creating gain or loss attributable to the sale (if any), which resulting gain or loss shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members’ Capital Accounts in accordance with Article VI, the requirements of Treasury Regulations Section 1.704 -1(b) and other applicable provisions of this Section 9.2 the Code. In making such distributions, the liquidators shall constitute a complete return allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Partners Membership Interests held by each such Member; provided, for the avoidance of their respective Partnership Interest doubt, that distributions with respect to the Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a Company Conversion or, where no distributions are made with respect to any Junior Membership Interest, a liquidation of the Partnership and all Partnership PropertiesCompany).

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Managers shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManagers. The steps to be accomplished by the liquidator liquidators are as follows: (iA) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iiB) the liquidator liquidators 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 liquidators shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiiD) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensholders of Units in accordance with the distribution provisions of Section 4.1(B) by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation). (bE) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution cash and/or property to the Partners a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 14.2 and Section 14.3 constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete distribution to the Unitholder of its interest in the Partnership Company and all Partnership Propertiesthe Company’s property. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds. It is the intent of the Unitholders that the liquidation amounts distributable to the Unitholders pursuant to Section 14.2(D) shall be equal to Unitholders’ respective ending Capital Account balances. Therefore, to the extent not inconsistent with the applicable Treasury Regulations under Code § 704, if, upon the dissolution of the Company, any Unitholder’s ending Capital Account balance (determined immediately after all items of Profits, Losses, and other items of income, gain, loss and deduction have been tentatively allocated under this Agreement and reflected in the Capital Accounts of the Unitholders as if this Section 14.2 were not in this Agreement) is less than the amount payable to such Unitholder pursuant to Section 14.2(D), then (i) such Unitholder shall be specially allocated items of income or gain (including gross income) for such year (and, if necessary, for the preceding year if the Company has not yet filed its tax return for such preceding year), and (ii) the other Unitholders shall be specially allocated items of loss or deduction for such year (and, if necessary, for the preceding year if the Company has not yet filed its tax return for such preceding year), until each such Unitholder’s actual Capital Account balance equals the amount payable to such Unitholder pursuant to Section 14.2(D). The special allocation provision provided by the preceding sentence shall be applied in such a manner so as to cause the difference between each Unitholder’s liquidation amount and the balance in its Capital Account (determined after this allocation, but immediately prior to the distributions pursuant to Section 14.2(D)) to be the smallest dollar amount possible.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Holdings Member, or, during any Holdings Member Default Period, the Managing Member, may appoint one or more liquidators (any Persons as liquidator(s), which Person or all of whom may Persons shall be a Partner) who shall have full authority to wind up reasonably approved by the affairs of the Partnership and make final distribution as provided hereinCrestwood Member. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall will -61- continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall will cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs; occurs or the final liquidation is completed, as applicable; (iib) the liquidator shall will pay from Company funds all of the debts and liabilities of the Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (c) the extent the cash required for this purpose is not otherwise available, Company will dispose of all remaining assets as follows: (i) the liquidator may sell assets of the Partnership for cash; and (iii) after making payment any or provision for all debts Company property, and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any resulting gain or loss attributable from each sale will be computed and allocated to the sale shall Members pursuant to Section 5.02; and then pursuant to clause (ii) below: (ii) thereafter, if any, Company property will be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to distributed among the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute a complete return following: (A) First, 100% to the Partners of Holdings Member and the Crestwood Member, pro rata in accordance with their respective Partnership Interest holdings of Deficiency Preferred Units, until (x) the Holdings Member has received an amount so as to result in an IRR to the Partnership Holdings Member of *** on the aggregate Deficiency Contributions made by the Holdings Member in respect of such Series B Preferred Units and all Partnership Properties(y) the Crestwood Member has received an amount so as to result in an IRR to the Crestwood Member of *** on the aggregate Default Contributions made by the Crestwood Member in respect of such Series C Preferred Units; (B) Second, 100% to the Holdings Member in redemption of the outstanding Series A-2 Preferred Units as follows: SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). (1) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 4.06(b) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash in connection with a Company Change of Control; (2) at any time on or after the fourth anniversary of the Effective Date but prior to the commencement of the Holdings Member Option Period, pursuant to Section 4.06(c) in an amount determined as if the Crestwood -62- Member had elected to cause the Company to make such redemption solely for cash; or (3) at any time after the commencement of the Holdings Member Option Period, pursuant to Section 4.06(e)(i) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (C) The remainder, if any, 100% to the Common Members, pro rata in proportion to their respective ownership of outstanding Common Units.

Liquidation and Termination. (a) Upon Subject to Section 7.5, upon dissolution of the PartnershipCompany, a representative of the Partners Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as a liquidator or may appoint one or more liquidators Members as liquidator (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein"Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business 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 PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs 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) 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 Partnership (including Company, including, without limitation, all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To the extent the cash required for this purpose is ; provided, however, such payments shall not otherwise available, the liquidator may sell assets include any Capital Contributions described in Article IV or any other obligations in favor of the Partnership for cashMembers created by this Agreement other than a loan made pursuant to any provision other than Section 15.1; and (iiiii) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners Members as follows: 1. 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 (x) any such sale to a Member is made on an arms length basis under terms which are in the best interest of the Company and (y) to the extent that any Member has participated in an Expansion Option under Section 15.2, the Liquidator shall hire an independent consultant to attribute (on the basis of the then existing fair market value) the proceeds from the sale of the Company property between each respective Expansion Project, and all other assets of the Company (such value for each respective Expansion Project the "Expansion Liquidation Value") and the Liquidator shall repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Expansion Project; 2. with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be subject determined and the Capital Accounts of the Members shall be adjusted to such liensreflect the manner in which the unrealized income, encumbrances gain, loss, and restrictions as affect deduction inherent in property that has not been reflected in the Partnership Properties Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of such distribution; and 3. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale Company property shall be allocated distributed among the Members ratably in proportion to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.each Member's Capital Account

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may appoint one Board or more liquidators (any such other or all of whom may be a Partner) who additional Member or Members as designated by the Board shall have full authority to wind up the affairs of the Partnership and make final distribution act as provided hereinLiquidator(s). The liquidator Liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of Board and Members, subject to the Managing Partnerpower of the Board to remove and replace such Liquidator(s). The steps to be accomplished by the liquidator Liquidator(s) are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occurs;occurs or the final liquidation is completed, as applicable. (iib) the liquidator The Liquidator(s) shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell . (c) All remaining assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensMembers in accordance with Section 4.2 hereof by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, 90 days after the date of such distributionthe liquidation). Upon written request made by any Partner, the liquidator The Liquidator(s) shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cause only cash, after deducting all expenses reasonably relating evidences of indebtedness and other securities to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsdistributed in any liquidation. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 10.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesthe 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.

Liquidation and Termination. (a) 9.2.1 Upon the dissolution of the PartnershipCompany as provided in Section 9.1, the Partners Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors. The Management Committee shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority other Persons to wind up the affairs of the Partnership and make final distribution act as provided hereinliquidator. The liquidator shall proceed diligently to wind oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distribution assets, either cause the Company's assets to be sold as promptly as is consistent with obtaining fair market value therefor (or, with the consent of the Members, distributed to the Members) and, if sold, shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed as provided hereinin paragraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership Company's business and other property and assets with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) during the period commencing on the first day of dissolution pursuant to Section 9.1 hereof and ending on the date on which all of the assets of the Company have been distributed to the Members in accordance with this Section 9.2, the Members shall continue to share Net Profits, Net Losses, and other items of Company income, gain, loss or deduction in the manner provided in Article V, provided that no distributions shall be made pursuant to Section 5.4; (c) the liquidator shall pay or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation) or otherwise make reasonably adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term terms as the liquidator may reasonably determine, or the distribution of property to the Members in kind subject to debts, liabilities or other obligations). To ; and (d) all remaining assets of the extent Company shall be distributed to the cash required for this purpose is not otherwise available, Members as follows: (i) the liquidator may sell assets any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Members in accordance with Section 5.1; (ii) with respect to any Company property that has not been sold, the fair market value of such property shall be determined and the Partnership Members' Capital Accounts shall be adjusted to reflect the manner in which the unrealized gain and unrealized income, gain, loss, and deduction inherent in that property (and that has not been reflected in the Capital Accounts previously) would be allocated among the Members if there were a taxable disposition of that property for cashthe fair market value of that property on the date of distribution; and (iii) all liquidation proceeds, as well as any Company property that is to be distributed to the Members, shall be distributed in accordance with Section 5.4 of this Agreement, after making payment or provision taking into account all Capital Account adjustments for all debts and liabilities the taxable year of the Partnership, Company during which the Partnership Properties shall be sold or distributed liquidation of the Company occurs (other than those made by reason of this Section 9.2.1(d)(iii)). 9.2.2 Any distributions in kind to the Partners. The interests Members may, in Partnership Properties distributed to the Partners may discretion of the liquidator, be made in the form of property subject to such liensdebts, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable liabilities or obligations related to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cashproperty, after deducting all expenses reasonably relating to such salewhich debts, to such Partner. Any gain liabilities or loss attributable to the sale other obligations shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties9.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may Cleco Holdings Board will appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator(s), acting by Board Supermajority Consent. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerCleco Holdings Board. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall will cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall will pay from Company funds all of the debts and liabilities of the Partnership Company (including including, all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, therefor (including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ); and (c) the extent the cash required for this purpose is not otherwise available, Company will dispose of all remaining assets as follows: (i) the liquidator may sell assets any or all Company property, including to the Member or any of the Partnership for cashits Affiliates; and (iiiii) after making payment or provision for all debts and liabilities of thereafter, Company property will be distributed to the Partnership, the Partnership Properties shall be sold or distributed Member in accordance with Section 7.01. (d) All distributions in kind to the Partners. The interests in Partnership Properties distributed Member will be made subject to the Partners may be subject liability of the Member for the costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall liabilities will be allocated to such Partnerthe Member pursuant to this Section 9.02. (be) The liquidator Nothing contained in this Section 9.02 shall comply with all requirements of Applicable Law pertaining be construed as authorizing the Cleco Holdings Board, or the liquidator, to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners amend, change or modify this Agreement except in accordance with the provisions of Section 10.04 or as otherwise may be provided in this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership PropertiesAgreement.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators (any or all of whom may be Manager shall act as liquidator unless the Members holding a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided hereinRequired Interest select another liquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the TBOC. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay cause the notice described in Section 11.052(a)(2) of the TBOC to be mailed to each known creditor of and claimant against the Company; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidationliquidation and any advances described in Section 4.4) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed to the Members pro rata to the Members in proportion to their relative Sharing Ratios. All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made net of, and subject to, the costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable termination with respect to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsdistributions in kind. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 13.2 constitutes a complete return to the Partners Member of their respective Partnership its Capital Contributions and a complete distribution to the Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company’s property. Notwithstanding the foregoing or anything herein to the contrary, the Members agree that following dissolution of the Company, the assets contributed to the Company by GWTI as part of its Capital Contribution may be distributed by the liquidator to GWTI, but may not be distributed by the liquidator to any other Member, or transferred to any third party, without the prior written consent of GWTI. In the event that the assets contributed to the Company by GWTI are so distributed to GWTI in connection with a dissolution of the Company, GWTI shall be deemed to have received a return of its Capital Contribution in full. 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) Upon dissolution of the Partnership, unless it is continued as provided in Section 11.01, the Partners General Partner shall act as liquidator or may appoint one or more liquidators (any or all other Persons as liquidator; provided, however, that if the Partnership shall be dissolved on account of whom may be a Partner) who shall have full authority to wind up the affairs an event of the Partnership and make final distribution as provided hereintype described in section 17-402(a)(4) through (10) of Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution distributions as provided herein, and shall file any amendments to the Certificate as may be required by applicable law. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate manage the Partnership business assets with all of the power and authority of the Managing General Partner. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of the Partnership Properties, certified public accountants of the Partnership’s liabilities assets, liabilities, and operations through the last day of the calendar month in which the dissolution occursshall have occurred or the final liquidation shall be completed, as applicable; (iib) the liquidator shall pay all of the debts and liabilities of the Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances made by the General Partner pursuant to Section 4.03) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell ; and (c) all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the fair market value of the property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for cashthe fair market value of such property on the Vesting Date; and (iiiii) after making payment or provision for all debts and liabilities the Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the PartnershipPartners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause); and such distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, within 90 days after the date of such liquidation). While the General Partner has the right to sell EPE Units as noted in Section 5.04, and subject to the restrictions set forth in Section 5.05, it is the intent of the General Partner upon liquidation and termination of the Partnership to distribute EPE Units to the Partners rather than sell the EPE Units and distributed cash proceeds of such sale to the Partners (for such amounts in excess of the GP Preference Return Amount and the GP Capital Base). For purposes of this Section 11.02(c), the “fair market value” of each EPE Unit held by the Partnership Properties on the Vesting Date shall be sold equal to the average of the closing sale prices per EPE Unit for the 20 trading days ending on the Vesting Date (or, if no closing sale price is reported, the average of the bid and asked prices) as reported in the composite transactions for the principal United States securities exchange on which the EPE Units are traded or distributed if the EPE Units are not listed on a national or regional stock exchange, as reported by The NASDAQ National Market. All distributions in kind to the Partners. The interests in Partnership Properties distributed Partners shall be made subject to the Partners may be subject to such liensliability of each distributee for costs, encumbrances expenses, and restrictions as affect liabilities theretofore incurred or for which the Partnership Properties on shall have committed prior to the date of termination and such distribution. Upon written request made by any Partnercosts, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 11.02. The distribution of property to the Partners a Partner in accordance with the provisions of this Section 9.2 11.02 shall constitute a complete return to the Partners Partner of their respective Partnership Interest its Capital Contributions and a complete distribution to the Partner of its interest in the Partnership and all Partnership Propertiesthe Partnership’s property and shall constitute a compromise to which all Partners have consented within the meaning of section 17-502(b) of the Act.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as the liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) 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 Partnership Company (including including, without limitation, the S▇▇▇▇▇ SPA Payments, if any, and all expenses incurred in liquidation) or otherwise make adequate provision thereforefor payment and discharge thereof; (d) the liquidator shall make reasonable provision to pay all contingent, including, but not limited to, conditional or unmatured contractual claims known to the establishment Company; (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a cash escrow fund for contingent liabilities in such amount and for such term as pending action, suit or proceeding to which the Company is a party; (f) the liquidator may determine). To shall make such provision as will be reasonably likely to be sufficient for claims that have not been made known to the extent Company or that have not arisen but that, based on facts known to the cash required for this purpose is not otherwise availableCompany, are likely to arise or to become known to the liquidator may sell assets Company after the date of the Partnership for cashdissolution; and (iiig) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed to the Members in accordance with Section 5.2 by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cashthose costs, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale and liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributees pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 12.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 12.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesof 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.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners --------------------------- Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember and the Members. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidator(s) may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities the remaining assets of the Partnership, Company (the Partnership Properties "Remaining Assets") ---------------- shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may Members in accordance with Sections 5.2 and 5.4 -------------------- hereof. The Remaining Assets shall be subject to such liensdistributed by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, 90 days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation). (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolutionthe liquidators shall pay, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including any Company Loans or any other loans or advances that may have been made by any of the Members to the Company (other than as Capital Contributions including Company Loans that have been converted to a Capital Contribution pursuant to Section 3.3(b) or 3.3(c)) and all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (ii) after payment or provision for payment of all of the extent the cash required for this purpose is not otherwise availableCompany’s liabilities has been made in accordance with Section 10.2(a)(i), the liquidator may sell a final allocation of all items of income, gain, loss and expense shall be made in accordance with Section 4.2, and all remaining assets of the Partnership for cashCompany shall be distributed in accordance with Section 4.1(b); and (iii) after making payment any non-cash assets (other than Owned Intellectual Property) will first be written up or provision for all debts and liabilities of the Partnershipdown to their Fair Market Value, the Partnership Properties shall be sold thus creating Net Income or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensNet Loss (if any), encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale which shall be allocated in accordance with Section 4.2. In making such distributions, the liquidators shall allocate each type of asset (e.g., cash or cash equivalents, securities or other property) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Partnerholder. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution cash or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 10.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesthe 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. (c) Subject to Section 10.2(d), on the dissolution of the Company, any Intellectual Property or Technology owned by the Company or any of its Subsidiaries (“Owned Intellectual Property”) will be allocated as follows: (i) Unless otherwise agreed by the Darling Member and the Valero Member in writing, on the dissolution of the Company, any Owned Intellectual Property will be jointly owned by the Darling Member and the Valero Member. The Company agrees, and agrees to cause its Subsidiaries, to assign, effective as of the dissolution of the Company, to each of the Darling Member and the Valero Member an undivided, one-half interest in and to all Owned Intellectual Property, free and clear of all liens, such that the Darling Member and the Valero Member will each have an undivided one-half ownership interest in and to the Owned Intellectual Property. On the dissolution of the Company, each of the Darling Member and the Valero Member will be free to fully exploit the Owned Intellectual Property (including to (A) make any modifications, derivative works, enhancements or improvements of or to any Owned Intellectual Property (“Improvements”), (B) develop, make, have made, use, offer to sell, sell, import, export, distribute and otherwise dispose of and exploit any products or services incorporating, based on or derived from, in whole or in part, any Owned Intellectual Property and (C) use, practice, reproduce, perform (both internally and publicly), display (both internally and publicly), license and exploit any Owned Intellectual Property, and distribute copies of any copyrightable works and works of authorship included in the Owned Intellectual Property), each to the same extent as the other, without requiring any approval of, or any notification, reporting, accounting or payment to, the other; provided, however, that neither the Darling Member nor the Valero Member (y) may sell, mortgage, encumber or transfer, or grant any exclusive rights in or to, any Owned Intellectual Property, except for a sale, mortgage, encumbrance or transfer solely of, or grant of exclusive rights solely under, its undivided one-half interest in and to any Owned Intellectual Property (and not under the other’s undivided one-half interest in and to any Owned Intellectual Property) or (z) inhibit the other’s right to freely use and exploit any Owned Intellectual Property as co-owner. (ii) As between the parties, subject to the joint ownership of any underlying Owned Intellectual Property, (A) the Darling Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Darling Member (either alone or with any third party) after the dissolution of the Company (“Darling Improvements”) and (B) the Valero Member will own all right, title and interest in and to any Improvements created, developed or conceived solely by employees or contractors of the Valero Member (either alone or with any third party) after the dissolution of the Company (“Valero Improvements”). The Darling Member will not have any obligation to make any Darling Improvements available to the Valero Member, and the Valero Member will not have any obligation to make any Valero Improvements available to the Darling Member. (iii) If, after the dissolution of the Company, either the Darling Member or the Valero Member believes that any Owned Intellectual Property is patentable, the Darling Member or the Valero Member, as applicable, will notify the other in writing, and the Darling Member and the Valero Member will thereafter meet or correspond in good faith as necessary to discuss and agree upon all matters regarding the filing and prosecution of any patent applications in or to such Owned Intellectual Property and the subsequent maintenance, enforcement and defense of any patents issuing thereon (including the party responsible for such prosecution, maintenance, enforcement and defense, the jurisdictions in which any such applications will be filed, the sharing of costs and expenses in connection therewith and the allocation of any recovery in connection with any such enforcement). (d) The parties acknowledge and agree that, upon dissolution of the Company and Diamond Green Diesel LLC, the Valero Parent (or an Affiliate thereof) and the Darling Parent (or an Affiliate thereof) may be entitled to use the rights and assets under or related to any contractual arrangements between the Company and/or Diamond Green Diesel LLC (as the successor of Valero Services, Inc.) and UOP, LLC developed for the benefit of the Company and/or Diamond Green Diesel LLC pursuant to the Letter of Intent and/or this Agreement (the “UOP License”), subject to any required third-party consents; provided, however, that if a party uses the UOP License (the Valero Parent (or an Affiliate thereof) or the Darling Parent (or an Affiliate thereof), as the case may be), such party shall, as a condition to such party’s use of the UOP License, reimburse the other party for 50% of the aggregate costs and expenses incurred in connection therewith.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners EFS Member, or, during any EFS Default Period, the Managing Member, may appoint one or more liquidators (any Persons as liquidator(s), which Person or all of whom may Persons shall be a Partner) who shall have full authority to wind up reasonably approved by the affairs of the Partnership and make final distribution as provided hereinCrestwood Member. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall will cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall will pay from Company funds all of the debts and liabilities of the Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (c) the extent the cash required for this purpose is not otherwise available, Company will dispose of all remaining assets as follows: (i) the liquidator may sell assets any or all Company property, and any resulting gain or loss from each sale will be computed and allocated to the Members pursuant to Section 5.02; and then pursuant to either clause (ii) or (iii) below, as the case may be: (ii) thereafter, but only if prior to the Waterfall Adjustment Date, if any, Company property will be distributed among the Members in accordance with the following: (A) First, 100% to the EFS Member and the Crestwood Member, pro rata in accordance with their respective holdings of Deficiency Preferred Units, until (x) the EFS Member has received an amount so as to result in an IRR to the EFS Member of [***] on the aggregate Deficiency Contributions made by the EFS Member in respect of such Series B Preferred Units and (y) the Crestwood Member has received an amount so as to result in an IRR to the Crestwood Member of [***] on the aggregate Default Contributions made by the Crestwood Member in respect of such Series C Preferred Units; (B) Second, 100% to the EFS Member in redemption of the Partnership outstanding Series A Preferred Units as follows: (1) at any time prior to the fourth anniversary of the Effective Date, pursuant to Section 4.04(c)(i) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (2) at any time on or after the fourth anniversary of the Effective Date but prior to the commencement of the EFS Option Period, pursuant to Section 4.04(c)(ii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; andor (3) at any time after the commencement of the EFS Option Period, pursuant to Section 4.04(d)(iii)(A) in an amount determined as if the Crestwood Member had elected to cause the Company to make such redemption solely for cash; (C) The remainder, if any, 100% to the Crestwood Member in respect of the Common Units; or (iii) thereafter, but only if on or after making payment or provision for all debts the Waterfall Adjustment Date, if any, Company property will be distributed to the EFS Member and liabilities of the Partnership, Crestwood Member in accordance with the Partnership Properties shall be sold or distributed Adjusted Distribution Ratio. (d) All distributions in kind to the Partners. The interests in Partnership Properties distributed Members will be made subject to the Partners may be subject liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall liabilities will be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties10.02.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, the Partners Company’s affairs shall be promptly wound up in accordance with the provisions of this Article 18 and the Company’s assets shall be distributed as set forth in this Article 18. Upon dissolution, the Board shall act as liquidator or may appoint one or more liquidators (any representatives or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Unitholders as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company, sell all or any portion of the Company assets for cash or cash equivalents as they deem appropriate, and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by liquidators shall pay, satisfy, or discharge from the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the PartnershipCompany’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay funds all of the debts debts, liabilities, and liabilities obligations of the Partnership Company (including all expenses incurred in liquidationliquidation and including Management Incentive Plan awards that are contractual in nature) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine) and shall promptly distribute the remaining assets to the holders of Units in accordance with Section 4.1(a) (the “Final Distribution”). To Any non-cash assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 9.5 and Section 9.6. After taking into account such allocations, it is anticipated that each Unitholder’s Capital Account will be equal to the amount to be distributed to such Unitholder pursuant to this Section 18.2. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to this Section 18.2, Profits and Losses for the Taxable Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Capital Accounts to be equal to the cash required for amount to be distributed to such Unitholder pursuant to this purpose is not otherwise availableSection 18.2. Notwithstanding anything to the contrary in this Agreement, if after the Capital Account adjustments described in this Section 18.2, the liquidator may sell assets Capital Accounts of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities Unitholders are not equal to their respective shares of the PartnershipFinal Distribution, the Partnership Properties Company shall, with respect to each Unitholder whose respective share of the Final Distribution exceeds its individual Capital Account, treat such excess as a guaranteed payment (as determined under Code Section 707(c)) made by the Company to such Unitholder and any expense associated with such guaranteed payment shall be sold or specially allocated to the Unitholders whose individual Capital Accounts exceed their respective shares of the Final Distribution in the amount of such excess, in each case, to the extent necessary to make the individual Capital Accounts of each of the Unitholders to equal their respective shares of the Final Distribution. In making such distributions, the liquidators shall allocate each type of asset (i.e., cash, cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder. Any such distributions in kind to the Partners. The interests in Partnership Properties distributed to the Partners may shall be subject to (x) such liens, encumbrances conditions relating to the disposition and restrictions as affect the Partnership Properties on the date management of such assets as the liquidators deem reasonable and equitable and (y) the terms and conditions of any agreement governing such assets (or the operation thereof or the holders thereof) at such time. For purposes of any such distribution. Upon written request made , any property to be distributed will be valued at its Fair Market Value, as determined by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsliquidators in good faith. The distribution of cash and/or property to the Partners a Unitholder in accordance with the provisions of this Section 9.2 shall constitute 18.2 constitutes a complete return to the Partners Unitholder of their respective Partnership Interest its Capital Contributions and a complete distribution to the Unitholder of its interest in the Partnership Company and all Partnership Propertiesthe Company’s property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners --------------------------- Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember and the Members. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidator(s) may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities the remaining assets of the Partnership, Company (the Partnership Properties "Remaining Assets") shall be sold or distributed in kind to the Partners. The interests in Partnership Properties ---------------- distributed to the Partners may Members in accordance with Sections 5.2 and 5.4 hereof. The -------------------- Remaining Assets shall be subject to such liensdistributed by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, 90 days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation). (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.

Liquidation and Termination. (a) Upon Subject to Sections 3.4, 3.5 and 7.6, upon dissolution of the PartnershipCompany, a representative of the Partners Company selected by a Majority Interest will act as a liquidator or may appoint one or more liquidators Partners as liquidator (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein“Liquidator”). The liquidator shall Liquidator will proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall Liquidator will continue to operate the Partnership business 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 PartnerPartners. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall Liquidator will cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day Day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay Liquidator will 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) subject to the terms and conditions of this Agreement and the Act (especially section 15-803), the Liquidator will distribute the assets of the Company in the following order: (i) the Liquidator will pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (Company, including all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To the extent the cash required for this purpose is ; provided, however, such payments will not otherwise available, the liquidator may sell assets include any Capital Contributions described in Article IV or any other obligations in favor of the Partnership for cashPartners created by this Agreement other than a loan made pursuant to any provision; (ii) the Liquidator will pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by Partners, as described in Section 4.5; and (iii) after making payment or provision for all debts and liabilities remaining assets of the PartnershipCompany will be distributed to the Partners as follows: (A) the Liquidator may sell any or all Company property, including to one or more of the Partners; provided that (x) any such sale to a Partner is made on an arms length basis under terms which are in the best interest of the Company and (y) to the extent that any Partner has participated in an Expansion Option under Section 15.3, the Liquidator will hire an independent Appraiser to attribute (on the basis of its then-existing Fair Market Value) the proceeds from the sale of the Company property between each respective Expansion Project for which a Payout Amount has not been fully received by the Participating Partners, and all other assets of the Company (such value for each respective Expansion Project, the “Expansion Liquidation Value”) and the Liquidator will repay any Partners’ Expansion Option loan pursuant to Section 15.3, but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Expansion Project, and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts of the Partners on a pro rata basis in accordance with each of their respective Partnership Properties shall Interests; (B) with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) will be sold or determined and the Capital Accounts of the Partners will be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for such fair market value of that property on the date of distribution; and (C) Company property will be distributed among the Partners ratably in proportion to each Partner’s Partnership Interest; All distributions in kind to the Partners. The interests in Partnership Properties distributed Partners will be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall liabilities will be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 12.2. The distribution of cash and/or property to the Partners a Partner in accordance with the provisions of this Section 9.2 shall constitute 12.2 constitutes a complete return to the Partners Partner of their respective its Capital Contributions and a complete distribution to the Partner of its Partnership Interest in the Partnership and all Partnership Propertiesthe Company’s property. To the extent that a Partner returns funds to the Company, it has no claim against any other Partner for those funds.

Liquidation and Termination. (a) Upon dissolution As promptly as possible following the occurrence of the Partnershipan event requiring a winding up, unless such event requiring a winding up is cancelled or revoked, the Partners Managers shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Company Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManagers. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursevent requiring a winding up occurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay cause the notice described in Section 11.052(a)(2) of the BOC to be mailed to each known creditor of and claimant against the Company in the manner described in such Section 11.052(a)(2) of the BOC; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.03) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (d) all remaining assets of the extent Company shall be distributed to the cash required for this purpose is not otherwise available, Members as follows: (i) the liquidator may sell assets any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partnership Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for cashthe fair market value of that property on the date of distribution; and (iii) after making payment or provision for all debts and liabilities Company property shall be distributed among the Members in accordance with the positive capital account balances of the PartnershipMembers, as determined after taking into account all capital account adjustments for the Partnership Properties taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be sold or distributed made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 12.03. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 12.03 constitutes a complete return to the Partners Member of their respective Partnership its Capital Contribution and a complete distribution to the Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company's property and constitutes a compromise to which all Members have consented within the meaning of Sections 101.154 through 101.156 of the BOC. 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) Upon On the dissolution of the PartnershipCompany, the Partners Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more liquidators (any representatives, Members or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company with all of the power and authority of the Managing PartnerBoard of Managers. The steps to be accomplished by the liquidator liquidators are as follows: (i) as promptly as possible after dissolutionthe liquidators shall pay, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including any Member Loans, any Company Loans and any other loans or advances that may have been made by any of the Members to the Company (other than as Capital Contributions including Company Loans that have been converted to a Capital Contribution pursuant to Section 3.3(b) or 3.3(c)) and all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To ; (ii) after payment or provision for payment of all of the extent Company’s liabilities has been made in accordance with Section 10.2(a)(i), a final allocation of all items of income, gain, loss and expense shall be made in accordance with Sections 4.3 and 4.4, proceeds from Section 45Z Credit Transfers then held by the cash required for this purpose is not otherwise availableCompany, the liquidator may sell if any, shall be distributed in accordance with Section 4.9(f) and all other remaining assets of the Partnership Company shall be distributed in accordance with Section 4.1(b) (subject in each case to the Company’s right pursuant to Section 4.9(e) to retain distributions otherwise payable to a Member for cashcosts and expenses for which such Member is responsible pursuant to Section 4.9(d)); and (iii) after making payment any non-cash assets (other than Owned Intellectual Property) which are to be distributed will first be written up or provision for all debts and liabilities of the Partnershipdown to their Fair Market Value, the Partnership Properties shall be sold thus creating Net Income or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensNet Loss (if any), encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale which shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership Sections 4.3 and all Partnership Properties4.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, unless it is continued as provided above, the Partners Managers shall act as liquidator or may appoint one or more liquidators (any other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Managers or all if a Developer Member Event of whom may Default has occurred, the liquidator shall be a Partner) who shall have full authority to wind up one or more Persons selected in writing by the affairs of the Partnership and make final distribution as provided hereinother Member. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManagers hereunder. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a firm of certified public accountants acceptable to the Preferred Member of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) Company or otherwise make adequate provision therefore, including, but not limited to, therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (c) all remaining assets of the extent Company shall be distributed to the cash required for this purpose is not otherwise available, Members as follows: (1) the liquidator may sell assets any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the Partnership for cashfair market value of such property that has not been sold shall be determined and (notwithstanding the provisions of Article 16) income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members to the extent possible to cause the Capital Account balance of each Member to equal the amount distributable to such Member under Section 17.2(c)(2); and (iii2) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties Company property shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject Members as provided in Section 8.2 (which is anticipated to such liens, encumbrances and restrictions as affect reduce the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up Adjusted Capital Account balances of the affairs of the Partnership and the final distribution of its assets. The distribution Members to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Propertieszero).

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany pursuant to Section 9.1 hereof, the Partners may Board shall appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided hereinCompany. The liquidator liquidators shall proceed diligently to wind forthwith commence the winding up the affairs of the Partnership Company's business and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate liquidation of its property in accordance with applicable law and the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as followsfollowing provisions: (ia) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator Each Member shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed Company all amounts owed by such Member to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such PartnerCompany. (b) The liquidator Company Assets, including any monies received pursuant to this Section 9.2, shall comply with all requirements of Applicable Law pertaining be applied in the following order: FIRST, to the winding up payment of creditors of the affairs of the Partnership and the final distribution of its assets. The distribution Company, including Members who are creditors, to the Partners extent otherwise permitted by law; SECOND, to the establishment of any reserves that the Board, in accordance with sound business judgment, deems reasonably necessary to provide for the provisions payment when due of any contingent liabilities or obligations of the Company (which reserves may be paid over by the Board to a trustee or escrow agent selected by it to be held by such trustee or escrow agent for purposes of (i) distributing such reserves in payment of the aforementioned contingencies, and (ii) distributing the balance of such reserves in the manner provided herein upon the expiration of such period as the Board may deem advisable); and THIRD, to the Members in accordance with their positive Capital Account balances. (c) In the event of any liquidation pursuant to this Section 9.2 9.2, the Company Assets shall constitute be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 9.2(b). Consistent with the Treasury Regulations issued under Section 704 of the Code, in the event of a complete return liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), the value of all property of the Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and the costs of liquidation shall be borne as a Company expense. (d) Notwithstanding anything to the Partners contrary in this Agreement, upon a liquidation (as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)), if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all Fiscal Years, including the year in which such liquidation occurs), such Member shall have no obligation solely as a result of their respective Partnership Interest in such deficit to make any Capital Contribution, and the Partnership and all Partnership Propertiesnegative balance of such Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose whatsoever.

Liquidation and Termination. (a) Upon Subject to Section 7.5 and Section 12.2(d), and except as expressly provided for to the contrary in Section 3.17 and Section 3.18, upon dissolution of the PartnershipCompany, a representative of the Partners Company selected by a Majority Interest (not including any Member in Default at the time of dissolution) shall act as a liquidator or may appoint one or more liquidators Members as liquidator (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein"Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business 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 PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs 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) 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 Partnership (including Company, including, without limitation, all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To the extent the cash required for this purpose is ; provided, however, such payments shall not otherwise available, the liquidator may sell assets include any Capital Contributions described in Article IV or any other obligations in favor of the Partnership for cashMembers created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (iiiii) after making payment or provision for all debts and liabilities remaining assets of the PartnershipCompany shall be distributed to the Members as follows: (A) 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 (x) any such sale to a Member is made on an arms length basis under terms which are in the best interest of the Company and (y) to the extent that any Member has participated in an Expansion Option under Section 15.2(b), the Partnership Properties Liquidator shall hire an independent consultant to attribute (on the basis of the then existing fair market value) the proceeds from the sale of the Company property between each respective Major Expansion Project, and all other assets of the Company (such value for each respective Major Expansion Project the "Expansion Liquidation Value") and the Liquidator shall repay any Members' Expansion Option loan pursuant to Section 15.2(e), but only to the extent that there is any Expansion Liquidation Value allocated to the corresponding Major Expansion Project; (B) with respect to all Company property that has not been sold, the fair market value of that property (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be sold or determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property shall be distributed among the Members ratably in proportion to each Member's Capital Account balances, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (C)). All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 12.2. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.cash and/or property

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Managers who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who Members as liquidator. The liquidator shall have full authority to wind up the affairs of the Partnership and make final distribution Company as provided hereinin the Act and shall have all the powers set forth in the Act. The liquidator shall proceed diligently to wind up the affairs costs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties liquidation shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnera Company expense. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to Upon the winding up of the affairs Company, the assets of the Partnership Company shall first be distributed to creditors, including Members and the final distribution of its assets. The distribution Managers who are creditors, to the Partners extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made. (c) Any assets remaining after the Company's liabilities and obligations have been paid or reasonable provision for the payment thereof has been made, shall be distributed to the Members in accordance with the provisions positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the Company's taxable year during which such liquidation occurs (other than those made as a result of this Section 9.2 shall constitute a complete return Section), by the end of such taxable year or, if later, within 90 days after the date of such liquidation, except as permitted by Treas. Reg. (S) 1.704-v1(b)(2)(ii)(b). (d) If, at the discretion of the Managers, any assets of the Company are distributed to the Partners Members in-kind, such assets shall be valued on the basis of the fair market value thereof as determined by the Managers in their respective Partnership Interest reasonable discretion on the date of distribution. Without limiting the managers, discretion to make such a valuation or requiring that any such appraisal be made, the valuation of any asset by the Managers 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 to a Member, the Capital Account of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss or deduction inherent in such property (that has not previously been reflected in the Partnership and all Partnership PropertiesMembers' 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 13 shall be construed to extend the time period prescribed under Section 13.2(c)

Liquidation and Termination. (a) Upon On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the Partners Managing General Partner shall act as liquidator or may appoint one or more liquidators (any or all other Persons as liquidator; provided, however, that if the Partnership shall be dissolved on account of whom may be a Partner) who shall have full authority to wind up the affairs an event of the Partnership and make final distribution as provided hereintype described in section 4.02(a)(4)-(10) of Act with respect to the Managing General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership business properties with all of the power and authority of the Managing General Partner. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership PropertiesPartnership's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (iib) the liquidator shall pay all of the debts and liabilities of the Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.04) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To ; and (c) all remaining assets of the extent Partnership shall be distributed to the cash required for this purpose is not otherwise available, Partners as follows: (i) the liquidator may sell assets any or all Partnership property, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of such property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for cashthe fair market value of such property on the date of their distribution; and (iii) after making payment or provision for all debts and liabilities Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the PartnershipPartners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Properties during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and such distributions shall be sold made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, on or distributed before the 90th day after the date of such liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed Partners shall be made subject to the Partners may be subject to such liensliability of each distributee for costs, encumbrances expenses, and restrictions as affect liabilities theretofore incurred or for which the Partnership Properties on shall have committed prior to the date of termination and such distribution. Upon written request made by any Partnercosts, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 11.02. The distribution of cash and/or property to the Partners a Partner in accordance with the provisions of this Section 9.2 11.02 shall constitute a complete return to the Partners Partner of their respective its Capital Contributions and a complete distribution to the Partner of its Partnership Interest in the Partnership and all Partnership Propertiesthe Partnership's property and shall constitute a compromise to which all Partners have consented within the meaning of section 5.02(d) of the Act. To the extent that a Partner shall return funds to the Partnership, it shall have no claim against any other Partner for such funds.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators (any Members or all of whom may be a Partner) who Managers shall have full authority to wind up the affairs of the Partnership and make final distribution serve as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the MLLCA. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManagers. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs; (ii) occurs or the liquidator shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision thereforefinal liquidation is completed, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerapplicable. (b) The liquidator shall comply with all requirements cause the notice described in Sections 806 and 807 of Applicable Law pertaining the MLLCA to be mailed to each known creditor of and claimant against the Company and published in the manner described in Sections 806 and 807. (c) The assets shall be distributed in the following order: (i) To creditors, including Members who are creditors, to the winding up extent permitted by law, in satisfaction of liabilities of the affairs Company other than liabilities for distributions to Members under Section 304 or 305 of the Partnership MLLCA. Reasonable provisions shall be made for debts, liabilities, and obligations that are not liquidated but will not be barred under Sections 806 or 807 of the MLLCA. (ii) To Members and former Members in satisfaction of liabilities for distributions under Section 304 of the MLLCA. (iii) To the Members pursuant to (d) below. (d) The distribution of assets to the Members shall be as follows: (i) The liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Members; (ii) With respect to all Company property that has not been sold, the fair market value of that property shall be determined and the final distribution capital accounts of its assetsthe Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not previously been reflected in the capital accounts would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). 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 distributee pursuant to this Section. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute constitutes a complete return to the Partners Member of their respective Partnership its capital contributions and a complete distribution to the Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company's property and constitutes a compromise to which all Members have consented within the meaning of Section 808(1)(c) of the MLLCA.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator liquidators shall pay all cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the debts and liabilities of Company in the Partnership manner described thereunder; (including all expenses incurred in liquidationc) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available): first, the liquidator may sell assets all expenses incurred in liquidation; and second, all of the Partnership for cashdebts, liabilities and obligations of the Company; and (iiid) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to by the Partners. The interests in Partnership Properties distributed to end of the Partners may be subject to such liensTaxable Year during which the liquidation of the Company occurs (or, encumbrances and restrictions as affect the Partnership Properties on if later, by ninety (90) days after the date of the liquidation) as follows: (i) first, to the holders of the Series B Preferred Units on a pro rata basis until the holders of such distribution. Upon written request made Series B Preferred Units receive, in respect of each Series B Preferred Unit held by any Partnerthem, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore Series B Liquidation Preference Amount and distribute such cash, after deducting all expenses reasonably relating to such sale(ii) second, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply Members in accordance with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsArticle IV. The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe 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.” (e) Schedule 1 to the Agreement shall be amended and restated in its entirety and replaced with Schedule 1 to this Amendment.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Managing Member shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidator(s) shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerMember and the Members. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs 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 Partnership Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidator(s) may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiid) after making payment or provision for all debts and liabilities the remaining assets of the Partnership, Company (the Partnership Properties "REMAINING ASSETS") shall be sold or distributed to the Members in accordance with SECTIONS 5.2 THROUGH 5.5 AND 5.7 hereof. The Remaining Assets shall be distributed by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners. The interests in Partnership Properties 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 reduce the amount to be distributed to the Partners may be subject distributees in accordance with SECTIONS 5.2 THROUGH 5.5 and 5.7 pursuant to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assetsSECTION 12.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute SECTION 12.2 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member of its interest in the Partnership Company and all Partnership Propertiesthe 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. Any Company assets distributed in kind will first be written up or down to their fair market value, thus creating Profits or Losses (if any), which shall be allocated in accordance with SECTION 5.6.

Liquidation and Termination. (a) Upon dissolution the occurrence of an event requiring the winding up of the PartnershipCompany, unless it is reconstituted pursuant to the Act, the Partners may Managing Member or a Person or Persons selected by the Managing Member shall act as liquidator or shall appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership Company and make final distribution distributions as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolutionan event requiring the winding up of the Company and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the month in which an event requiring the dissolution occurs;winding up of the Company occurs or the final liquidation is completed, as appropriate. (iib) the The liquidator shall pay all of the debts and liabilities of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, therefor (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after After making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any PartnerCompany, the liquidator shall sell all properties and assets of the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at Company for cash as promptly as is consistent with obtaining the best cash price available therefore and therefor; provided, however, that upon the consent ofthe Members, the liquidator may distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerproperties in kind. (bc) The Except as expressly provided herein, the liquidator shall comply with all any applicable requirements of Applicable Law the Act and all other applicable laws pertaining to the winding up of the affairs of the Partnership Company and the final distribution of its assets. The Upon the completion of the distribution to the Partners of Company cash and property as provided in accordance this Section 8.2 in connection with the provisions liquidation of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in Company, the Partnership Certificate and all Partnership Propertiesqualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator.

Liquidation and Termination. (a) Upon On dissolution of the Partnership, the Partners General Partner shall act as Liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution other Persons as provided hereinLiquidator. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution distributions as provided hereinherein and in the Act by the end of the taxable year of the Partnership in which its liquidation (as such term is defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) occurs or, if later, within ninety (90) Business Days after the date of such liquidation. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business properties with all of the power and authority of the Managing Partners and the General Partner. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by an accounting firm of the Partnership PropertiesPartnership's assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursshall occur or the final liquidation shall be completed, as applicable; (ii) the liquidator Liquidator shall pay have full power and authority to sell, assign and encumber any or all of the Partnership's assets and to wind up and liquidate the affairs of the Partnership in an orderly and business-like manner; and (iii) all proceeds from liquidation shall be distributed in the following order of priority: (A) first, to the satisfaction of the debts and liabilities of the Partnership both to Partners, to the extent otherwise permitted by law, and to persons other than Partners (but, in the case of nonrecourse debts and liabilities, only to the extent required under the applicable credit and security agreement) and expenses of liquidation (whether by payment or the making of reasonable provision for payment thereof, including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment setting up of a cash escrow fund for contingent liabilities in such amount and for such term reserves as the liquidator Liquidator may determine). To the extent the cash required reasonably deem necessary for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities any liability of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner.); (bB) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution second, pro rata to the Partners in accordance with the positive balances in their Capital Accounts (as determined after taking into account the adjustments required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)), provided that the terms of any Preferred Interests shall be taken into account in determining whether proceeds are distributed first to the holders of Preferred Interests prior to holders of other Partnership Interests; and (C) last, to the Partners in accordance with their respective Percentage Interests. (b) Notwithstanding the provisions of this Section 9.2 shall constitute a complete return 12.2 which require the liquidation of the assets of the Partnership, but subject to the Partners order of their respective Partnership Interest in the Partnership and all Partnership Properties.priorities set forth above, if

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then an accounting of the PartnershipCompany’s assets, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) occurs shall be made, and the liquidator shall pay all affairs of the debts Company shall thereafter be promptly wound up and liabilities terminated. The Administrative Member, under the direction and control of the Partnership Executive Committee, will be responsible for winding up and terminating the affairs of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited towithout limitation, the establishment arrangements to be made with creditors, to what extent and under what terms the assets of a the Company are to be sold, and the amount or necessity of cash escrow fund for reserves to cover contingent liabilities in such amount and for such term as the liquidator may determineliabilities). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership Company are to be sold, the Executive Committee will liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (1) To the payment and discharge of all of the Company’s debts and liabilities to creditors (including Members) in the order of priority as provided by law, other than liabilities for cashdistributions to Members; and (iii2) after making payment or provision for all debts and liabilities The balance, if any, to the Members in accordance with the distribution priorities set forth in Section 3.2 above. Such distributions shall be made by the end of the PartnershipFiscal Year in which the liquidation occurs or, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liensif later, encumbrances and restrictions as affect the Partnership Properties on within ninety (90) days after the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerliquidation. (b) The liquidator After all of the assets of the Company have been distributed, the Company shall comply with all requirements of Applicable Law pertaining terminate; however, if at any time thereafter any funds in any cash reserve fund referred to in Section 9.3(a) are released because the need for the cash reserve fund has ended, the funds shall be distributed to the winding up Members in the same manner as if the distribution had been made pursuant to Sections 9.3(a)(1) and (2) above. (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g), if any Member bas a deficit or negative balance in the Member’s Capital Account (after giving effect to all contributions, distributions, allocations, and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution to the Company, and the negative balance of the affairs of Member’s Capital Account shall not be considered a debt owed by the Partnership and the final distribution of its assets. The distribution Member to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return Company or to the Partners of their respective Partnership Interest in the Partnership and all Partnership Propertiesany other Person for any purpose whatsoever.

Liquidation and Termination. (a) Upon Subject to Section 9.2(d), upon dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators Cobra Member (any or all unless another Person is selected by the Board of whom may be Directors) shall act as a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided hereinliquidator (“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business Company properties for a reasonable period of time to allow for the sale of all or a part of the Assets with all of the power and authority of the Managing PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day Day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator Liquidator shall pay 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 at the best price available, or the Liquidator may distribute to the Members all or any portion of the Assets in kind. The property of the Company shall 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; provided, however, 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 9.2(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 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 Partnership (Company, including all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To the extent the cash required for this purpose is ; provided, however, that such payments shall not otherwise available, the liquidator may sell assets include any Capital Contributions described in Article 4 or any other obligations in favor of the Partnership for cashMembers created by this Agreement; and (iiiii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties remaining Assets shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Members in accordance with Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner5.5. (be) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute constitutes a complete return to the Partners Member of their respective Partnership Interest in its Capital Contributions and a complete distribution to the Partnership and Member of its share of all Partnership Propertiesthe Company’s property.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners may Members shall appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard and the Members. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator shall pay pay, satisfy, or discharge from Company funds all of the debts debts, liabilities, and liabilities obligations of the Partnership Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances by a Member described in Section 5.7) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iiic) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold distributed in accordance with the positive Capital Account balances of the Members, after giving effect to the gain or distributed loss resulting from the liquidation of the Company, by the end of the taxable year in which the Company is liquidated (or, if later, within 90 days after the date of such liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 15.2. The distribution of cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 15.2 constitutes a complete return to the Partners Member of their respective Partnership Interest in its capital contributions and a complete distribution to the Partnership Member of its Membership Interests and all Partnership Propertiesthe Company’s property and constitutes an act to which all Members have consented. 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) Upon the dissolution and winding up of the Partnership, ; the Partners may appoint one General Partner or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up apply the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay all of the debts and liabilities assets of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment proceeds of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell any sale of assets of the Partnership) in the following order: (a) First, there shall be paid to Partnership creditors other than the Partners (or set aside for cashpayment in accordance with any reserve established) Partnership funds, to the extent same are available, sufficient to extinguish Partnership liabilities and obligations, including expenses of liquidation; and (iiib) after making payment or provision for all debts and liabilities Thereafter, the remaining assets of the Partnership, the Partnership Properties if any, shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with their relative Capital Account balances; provided, however, that so long as Potlatch or its successor and their respective Subsidiaries (collectively, the provisions "Potlatch Party") hold more than fifty percent (50%) of the Partnership Units held by Potlatch on the date hereof (and shown on Exhibit A hereto as in effect on the date hereof), any distribution made to the Potlatch Party in its capacity as a Limited Partner shall be made in kind by transfer to the Potlatch Party of all of the Partnership's right, title and interest in and to all of the Potlatch Timberlands (and all Timberlands acquired by the Partnership in substitution or exchange for any of the Potlatch Timberlands) (collectively, the "Distributed Properties") with a cash adjustment payable by the Partnership or the Potlatch Party, as the case may be, for the difference between the Capital Account balance of the Potlatch Party and the Fair Market Value of the Distributed Properties. Such transfer shall be consummated in accordance with Section 8.10(a) hereof. The Fair Market Value of the Distributed Properties shall be determined as provided in Section 8.10 hereof with respect to the determination of Fair Market Value of the Subject Properties (as defined therein). To the fullest extent provided by law, the determination of the Fair Market Value made pursuant to this Section 9.2 12.5 shall constitute a complete return to the Partners of their respective Partnership Interest in be final and binding on the Partnership and all the Partners, and such determination shall not be appealable to any court, provided that the foregoing shall not limit a Partner's rights to seek judicial enforcement of the obligations of the other Partners and the Partnership Propertieshereunder.

Liquidation and Termination. (a) Upon On dissolution of the PartnershipCompany, the Partners Board shall act as liquidator or may appoint one or more liquidators (any Representatives or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Members as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutionThe liquidators shall pay, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs; (ii) the liquidator shall pay satisfy or discharge from Company assets all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including all expenses incurred in liquidation) or otherwise make adequate reasonable provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining Notwithstanding anything else contained in this Agreement, the liquidators may withhold, in their discretion, from any distributions to any Member (i) any amounts then due from such Member to the winding up Company or any of its Subsidiaries under a promissory note and apply the amounts withheld to pay the amounts then due and (ii) any amounts required to pay any Taxes and related expenses that the liquidators determine to be properly attributable to such Member (including withholding Taxes and interest, penalties and expenses incurred in respect thereof) and apply the amounts withheld to pay the Taxes or expenses attributable thereto. (c) As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value of the affairs assets (the “Liquidation Assets”) of the Partnership Company that are available for distribution pursuant to Section 3.01(a) (the “Liquidation FMV”), (ii) determine the amounts to be distributed to each Member in accordance with Section 3.01 and (iii) deliver to each Member a statement (the “Liquidation Statement”) setting forth the Liquidation FMV and the final amounts and recipients of such distributions. (d) As soon as the Liquidation FMV and the proper amounts of distributions have been determined in accordance with Section 10.02(c), the liquidators shall promptly distribute the Company’s Liquidation Assets to the Members in accordance with Section 3.01(a). Any non- cash Liquidation Assets will first be adjusted to their Fair Market Value, thus creating Profit or Loss (if any) or other items of income, gain loss or deduction, which shall be allocated in accordance with Section 3.02 and Section 3.03. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, securities, etc.) among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each Member. (e) The distribution of its assets. The distribution cash and/or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 10.02 constitutes a complete return to the Partners Member of their respective Partnership Interest its Capital Contributions and a complete distribution to the Member with respect to its interest in the Partnership and Company. This provision constitutes a compromise to which all Partnership PropertiesMembers 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.

Liquidation and Termination. If the Company has been dissolved in accordance with Section 13.01, the liquidation of the Company, the winding up of its affairs and the distribution of its assets shall be effected (ai) Upon if a Plan of Liquidation has been adopted in accordance with Section 13.01, in the manner provided in the Plan of Liquidation and (ii) if no such Plan of Liquidation has been adopted, in the manner determined by the liquidators in accordance with the provisions of this Section 13.02. On dissolution of the PartnershipCompany, the Partners may appoint one or more liquidators (any or all Board of whom may be a Partner) who Directors shall have full authority to wind up the affairs of the Partnership and make final distribution act as provided hereinliquidators. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerBoard of Directors. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (b) to the extent required by the Act, the liquidators shall cause notice to be mailed to each known creditor of and claimant against the Company; (c) the liquidators shall cause the Company to (i) pay or make reasonable provision for all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the Company, (ii) make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a pending action, suit or proceeding to which the Company is a party and (iii) make such provision as will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the Company or that have not arisen but that, based on the facts known to the Company, are likely to arise or to become known to the Company within ten years after the date of dissolution, in each case as and to the extent required by section 18-804 of the Act; and (d) all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidators may sell any or all Company property, including, subject to Section 7.02(i), to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the liquidator fair market value of that property shall pay all be determined and the Capital Accounts of the debts Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and liabilities deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, fair market value of that property on the establishment date of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cashdistribution; and (iii) Company property shall be distributed among the Members in the same manner as set forth in Section 6.05. The foregoing distributions shall be made by the end of such taxable year (or, if later, 90 days after making payment or provision for all debts and liabilities the date of the Partnership, the Partnership Properties shall be sold or distributed liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed Members shall be made subject to the Partners may be subject liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the distributee pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 13.02. The distribution of cash or property to the Partners a Member in accordance with the provisions of this Section 9.2 shall constitute 13.02 constitutes a complete return to the Partners Member of their respective Partnership Interest its capital contributions and a complete distribution to the Member in the Partnership respect of its Units and all Partnership Propertiesthe Company’s property and constitutes a compromise to which all Members have consented 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. (a) Upon dissolution If the Company is dissolved, then an accounting of the PartnershipCompany's assets, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distribution, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occurs;occurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. Unless the Manager has dissolved or entered into Bankruptcy, the Manager shall serve as the liquidating trustee of the Company. If the Manager has dissolved or entered into Bankruptcy, the Advisory Board shall appoint one or more Persons to serve as the liquidating trustee of the Company. The liquidating trustee will be responsible for winding up and terminating the affairs of the Company and will determine all related matters (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper. The liquidating trustee will liquidate the assets of the Company as promptly as is consistent with obtaining their fair market value, and the proceeds, to the extent sufficient, will be applied and distributed in the following order: (ii1) To the liquidator shall pay payment and discharge of all of the Company's debts and liabilities of the Partnership to creditors (including all expenses incurred Share Holders) in liquidation) or otherwise make adequate provision thereforethe order of priority as provided by law, including, but not limited to, the establishment of a cash escrow fund other than liabilities for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cashdistributions to Share Holders; and (iii2) after making payment or provision for all debts and liabilities of the PartnershipThe balance, the Partnership Properties shall be sold or distributed in kind if any, to the Partners. The interests Share Holders in Partnership Properties distributed proportion to the Partners may be subject to such liens, encumbrances and restrictions their ownership of Shares as affect the Partnership Properties on of the date of such distribution. Upon written request All distributions shall be made by any Partnerthe end of the Fiscal Year in which the liquidation occurs or, if later, within ninety (90) days after the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partnerdate of liquidation. (b) The liquidator After all of the assets of the Company have been distributed, the Company's legal existence shall comply with all requirements of Applicable Law pertaining terminate; however, if at any time thereafter any funds in any cash reserve fund referred to in Section 7.3(a) are released because the need for the cash reserve fund has ended, the funds shall be distributed to the winding up Share Holders in the same manner as if the distribution had been made pursuant to Sections 7.3(a)(1) and (2) above. (c) Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Treasury Regulation section 1.704-1(b)(2)(ii)(g), if any Share Holder has a deficit or negative balance in the Share Holder's capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Share Holder shall have no obligation to make any capital contribution to the Company, and the negative balance of the affairs of the Partnership and the final distribution of its assets. The distribution to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return to the Partners of their respective Partnership Interest in the Partnership and all Partnership Properties.Share Holder's capital account

Liquidation and Termination. (a) Upon dissolution If the Company is dissolved, then no further distributions shall be made pursuant to Section 7, an accounting of the PartnershipCompany's assets, the Partners may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. Until final distributionliabilities, the liquidator shall continue to operate the Partnership business with all of the power and authority of the Managing Partner. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Partnership Properties, the Partnership’s liabilities and operations through the last day of the month in which the dissolution occursoccurs shall be made, and the affairs of the Company shall thereafter be promptly wound up and terminated. The Members will appoint one or more persons to serve as the liquidating trustee of the Company. The liquidating trustee will be responsible for winding up and terminating the affairs of the Company and will determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper to satisfy the duties imposed on the liquidating trustee by the Act and the fiduciary duties owed by the liquidating trustee to the Members. The liquidating trustee will thereafter liquidate the assets of the Company as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (i) to the payment and discharge of all of the Company's debts and liabilities to creditors, including Members, but not in respect of distributions pursuant to Section 7, in the order of priority as provided by law; (ii) then to the liquidator shall pay all Members, proportionally, in respect of the debts and liabilities relative positive balance in the Capital Account of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefore, including, but not limited to, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership Properties shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be subject to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale shall be allocated to such Partner.each Member (b) The liquidator After all the assets of the Company have been distributed, the Company shall comply with all requirements of Applicable Law pertaining terminate; however, if at any time thereafter any funds in any cash reserve fund referred to in Section 10.2(a) are released because the need for the cash reserve fund has ended, the funds shall be distributed in the same manner as required by Sections 10.2(a)(i) and (ii). (c) Notwithstanding anything to the winding up contrary in this Agreement, upon a liquidation within the meaning of Code regulation section 1.704-1(b)(2)(ii)(g), if any Member has a deficit or negative balance in the Member's capital account (after giving effect to all contributions, distributions, allocations, and other capital account adjustments for all taxable years, including the year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution, and the negative balance of the affairs of Member's capital account shall not be considered a debt owed by the Partnership and the final distribution of its assets. The distribution Member to the Partners in accordance with the provisions of this Section 9.2 shall constitute a complete return Company or to the Partners of their respective Partnership Interest in the Partnership and all Partnership Propertiesany other Person for any purpose whatsoever.

Liquidation and Termination. (a) Upon a dissolution of the PartnershipCompany, the Partners Manager shall act as liquidator or may appoint one or more liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution Persons as provided hereinliquidator. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities and operations through the last day of the calendar month in which the dissolution occursoccurs or the final liquidation is completed, as applicable; (iib) the liquidator liquidators shall pay all of the debts and liabilities of the Partnership (including all expenses incurred in liquidation) pay, satisfy or discharge from Company funds, or otherwise make adequate provision therefore, including, but not limited to, for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator liquidators may reasonably determine). To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets ) all of the Partnership for cashdebts, liabilities and obligations of the Company (including all expenses incurred in liquidation); and (iiic) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed in kind to the Partners. The interests in Partnership Properties distributed to the Partners may be Members, in accordance with, and subject to such liensto, encumbrances and restrictions as affect Section 4.01 by the Partnership Properties on end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of such distributionthe liquidation). Upon written request made by any Partner, the liquidator shall sell the Partnership Properties that otherwise would be distributable Immediately prior to such Partner under making distribution set forth in this Section 9.2 at 14.02(c), Profits and Losses for the best cash price available therefore taxable year of the Company in which such dissolution occurs and distribute in which such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale distribution is made shall be allocated to the Capital Account balances of the Members such Partner. that the Capital Account of each Member prior to such distribution equals (b) The liquidator shall comply with all requirements of Applicable Law pertaining to the winding up of extent possible) the affairs of the Partnership and the final distribution of its assetsto be received by such Members pursuant to such distribution. The distribution of cash and/or property to the Partners Members in accordance with the provisions of this Section 9.2 shall constitute 14.02 and Section 14.03 below constitutes a complete return to the Partners Members of their respective Partnership Interest Capital Contributions, a complete distribution to the Members of their interest in the Partnership Company and all Partnership Propertiesthe 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 such funds. Upon a distribution made to the Members pursuant to and in accordance with Section 14.02(c), the parties hereto hereby agree that each outstanding Unit (other than any Unit held by the Manager) shall be cancelled and each share of Voting Non-Economic Preferred Stock held by the Members shall automatically be redeemed by the Corporation for no consideration and shall cease to be outstanding, whether or not the stock certificates for such shares, if any, are surrendered to the Corporation.

Liquidation and Termination. (a) Upon dissolution of the PartnershipCompany, the Partners Sole Member shall act as a liquidator or may appoint one or more liquidators Persons as liquidator (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership and make final distribution as provided herein“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership business Company properties with all of the power and authority of the Managing PartnerSole Member. The steps to be accomplished by the liquidator Liquidator are as follows: (ia) as promptly as possible after dissolutiondissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made of the Partnership PropertiesCompany’s assets, the Partnership’s liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occursoccurs 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) subject to the terms and conditions of this Agreement and the Act (especially section 18-804), 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 Partnership (Company, including without limitation all expenses incurred in liquidationliquidation (but excluding any advances or Capital Contributions described in Section 4.2) or otherwise make adequate provision therefore, for payment and discharge thereof (including, but not limited towithout limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). To ; (ii) the extent the cash required for this purpose is not otherwise availableLiquidator shall pay, the liquidator may sell assets satisfy or discharge from Company funds all of the Partnership for cashadvances and loans (but not Capital Contributions) made to the Company by the Sole Member, as described in Section 4.2; and (iii) after making payment or provision for all debts and liabilities remaining assets of the Partnership, the Partnership Properties Company shall be sold or distributed to the Sole Member. All distributions in kind to the Partners. The interests in Partnership Properties distributed Sole Member shall be made subject to the Partners may be subject liability of the Sole Member for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to such liens, encumbrances and restrictions as affect the Partnership Properties on the date of such distribution. Upon written request made by any Partnertermination and those costs, the liquidator shall sell the Partnership Properties that otherwise would be distributable to such Partner under this Section 9.2 at the best cash price available therefore expenses, and distribute such cash, after deducting all expenses reasonably relating to such sale, to such Partner. Any gain or loss attributable to the sale liabilities shall be allocated to such Partner. (b) The liquidator shall comply with all requirements of Applicable Law pertaining the Sole Member pursuant to the winding up of the affairs of the Partnership and the final distribution of its assetsthis Section 10.2. The distribution of cash and/or property to the Partners Sole Member in accordance with the provisions of this Section 9.2 shall constitute 10.2 constitutes a complete return to the Partners Sole Member of their respective Partnership its Capital Contribution and a complete distribution to the Sole Member of its Membership Interest in the Partnership and all Partnership Propertiesthe Company’s property.