Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On (a) Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event liquidating trustee of the type described Company (in Section 4.02(a)(4)-(10) of the Act with respect to the General Partnersuch capacity, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator “Liquidating Manager”) and shall proceed diligently to wind up the affairs of the Partnership Company, liquidate the remaining Assets and make final distributions as provided in this Agreementwind-up the business of the Company. The costs Liquidating Manager shall cause a full accounting of the Assets and liabilities of the Company to be taken and shall cause the Assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (i) selling the Assets and distributing the net proceeds therefrom in accordance with Section 9.2(b) or (ii) if the Liquidating Manager shall so determine, distributing the Assets in kind in accordance with Section 9.2(b). (b) The proceeds of liquidation shall be borne as a Partnership expense. Until final distributionapplied in the following order of priority: (i) first, to the liquidator shall continue to operate the Partnership properties with all satisfaction of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities (including expenses of liquidation) of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) whether by payment or otherwise make adequate the reasonable provision for them payment thereof), if any, in the order of priority provided by the Act (includingincluding any reserve the Liquidating Manager determines necessary to provide for any contingent, without limitationconditional or unmatured liabilities or obligations of the Company to third parties to be held and disbursed as directed by the Liquidating Manager, by an escrow agent selected by the Liquidating Manager and at the expiration of such period as the Liquidating Manager may deem advisable and in accordance with the Act, the establishment of a cash escrow fund for contingent liabilities balance remaining in such amount reserve shall be distributed as provided herein) and for such term as (ii) second, to the liquidator may reasonably determine); andMembers, in accordance with Section 7.1. (c) The Company shall terminate when (i) all remaining assets of the Partnership Assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall be have been distributed to the Partners as follows: (i) Members in the liquidator may sell any or all Partnership property, including to Partners, manner provided for in this Agreement 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 the Certificate shall have been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect canceled in 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those distributions shall be made required by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On (a) Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or Partners may appoint one or more other Persons as liquidator; provided, however, that if liquidators (any or all of whom may be a Partner) who shall have full authority to wind up the affairs of the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestand make final distribution as provided herein. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions distribution as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expenseherein. Until final distribution, the liquidator shall continue to operate the Partnership properties business with all of the power and authority of the General Managing Partner. The steps to be accomplished by the liquidator are as follows: (ai) as promptly as practicable possible after dissolution and again after final liquidationdissolution, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership Properties, the Partnership’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicableoccurs; (bii) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them (therefore, including, without limitationbut 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); and (c) all remaining . To the extent the cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distributioncash; and (iii) after making payment or provision for all debts and liabilities of the Partnership, the Partnership property Properties shall be sold or distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners. The interests in Partnership Properties distributed to the Partners shall may be made subject to the liability of each distributee for its allocable share of costssuch liens, expenses, encumbrances and liabilities previously incurred or for which restrictions as affect the Partnership has committed prior to Properties on the date of termination 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 those costsdistribute such cash, expensesafter deducting all expenses reasonably relating to such sale, and liabilities 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 distributee under this Section 11.02winding up of the affairs of the Partnership and the final distribution of its assets. The distribution of cash and/or property to a Partner the Partners in accordance with the provisions of this Section 11.02 constitutes 9.2 shall constitute a complete return to the Partner Partners of its Capital Contributions and a complete distribution to the Partner of its their respective Partnership Interest in the Partnership and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsPartnership Properties.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03the 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, or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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) the following: first, all expenses incurred in liquidation; second, all of the debts, 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 (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with Article IV by the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and Contributions, a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions Distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03the 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, or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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)): first, all expenses incurred in liquidation; andand second, all of the debts, liabilities and obligations of the Company; (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: Members (i) first to the liquidator may sell any or Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all Partnership propertyoutstanding an accrued Class B Preferred Return Amount, including to Partnerspro rata based on their Class B Units, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; then (ii) with respect the balance to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Class A Unitholders in accordance with their respective Percentage Interests at the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the Actproperty. To the extent that a Partner Member returns funds to the PartnershipCompany, it such returning Member has no claim against any other Partner Member for those funds.; and

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the positive capital account balances of the Partners, 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 (iii)); and those distributions shall be made Section 4.1(a) by the end of the taxable year Taxable Year of the Partnership Company during which the last day of the plan of liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 12.2 and Section 12.3 constitutes a complete return to the Partner Members of its their Capital Contributions and a complete distribution to the Partner Members of its Partnership Interest their Company Interests and all of the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner 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. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Maryland Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManaging Member. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) to the liquidator extent that any exist and only to the extent required by applicable Law, the liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03the 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 liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for them payment and discharge thereof (including, without 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)): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with Section 4.01(a) by the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and Contributions, a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Actconsented. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On (a) In the event of the dissolution of the PartnershipPartnership in accordance with Section 9.1 above, unless it is reconstituted and continued the remaining Partners, if any, elect to continue the business of the Partnership as provided in Section 11.01by the terms of this Agreement, the General Partner Liquidator of the Partnership shall act 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 liquidator or 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 other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator liquidating trustees who shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently have full authority to wind up the affairs of the Partnership and to make final distributions distribution as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;herein. (b) the liquidator shall pay from Partnership funds all Upon dissolution of the debts and liabilities 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 price paid by a Partner or its Affiliates for any Partnership property shall in no event be less than the greater of (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03i) the highest bid received from a third party or otherwise make adequate provision for them (including, without limitation, ii) the establishment fair market value of a cash escrow fund for contingent liabilities in such amount and for such term property as the liquidator may reasonably determine); anddetermined by an independent third party appraiser. (c) all remaining The Liquidator shall apply and distribute the assets of the Partnership shall be distributed to the Partners as follows: (i) First, to the liquidator may sell any or payment and discharge of all Partnership propertyof the Partnership's debts and liabilities to creditors, including the Existing Loans but excluding other debts to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) with respect Second, to the payment and discharge of all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted Partnership's other debts and liabilities 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 the fair market value of that property on the date of distribution; andPartners. (iii) Partnership property shall be distributed among Third, after giving effect to all contributions, distributions and allocations for taxable years including the taxable year in which the liquidation occurs, to the Partners in accordance with the positive capital account balances of in their respective Capital Accounts; and (iv) The balance, if any, according to the Partners, as determined after taking into account all capital account adjustments for the taxable year of the ' respective Partnership during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsPercentages.

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or (in its sole discretion) may appoint one (1) or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General PartnerManaging Member. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable after dissolution and again after final liquidation9.2.1 First, the liquidator liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assetspay, liabilities, and operations through the last day of the calendar month in which the dissolution occurs satisfy or the final liquidation is completed, as applicable; (b) the liquidator shall pay discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation liquidation, all Management Services obligations and any advances described all amounts owed for outstanding Redemptions that have been exercised in accordance with Section 4.033.8.3) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; 9.2.2 Second, after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2.1, the Company shall distribute to each Preferred Unitholder with respect to its Preferred Units the sum of (ca) any accrued undistributed preferred return, determined pursuant to Section 4.1.2 through the date of such distribution, 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 “Liquidation Preference”). If there are not enough proceeds to make all payments under this Section 9.2.2, payments shall be made pro rata among the Preferred Unitholders based on the Liquidation Preference amounts payable to them. 9.2.3 Third, 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 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 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 Preferred Unitholders and P10 Member have been made in accordance with Section 9.2.2 and Section 9.2.3, all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership propertyCommon Unitholders, including to Partners, 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 that 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 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 the fair market value of that property pro rata based on the date number of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 Common Units held by reason of this clause (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsCommon Unitholder.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03the 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, or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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) all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation); and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with Article IV by the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and Contributions, a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Directors shall appoint a Person or Persons to act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions Distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distributionDistribution, the liquidator liquidator(s) shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator liquidator(s) are as follows: (ai) as promptly as practicable possible after dissolution 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 one of the Partnershipfive largest accounting firms in the United States (or such other independent accounting firm approved by the Board) of the Company’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); and (civ) all remaining assets of the Partnership Company shall be sold and the cash proceeds therefrom shall be distributed to the Partners Members as follows: (iA) the liquidator may sell any or all Partnership propertyFirst, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of Class A-1 Unit Holders based on their respective Class A-1 Units until the Partnersaggregate amount distributed pursuant to this Section 13.2(a)(iv)(A) equals the Class A-1 Unit Liquidation Preference; (iiB) with respect Next, to all Partnership property that has not been soldthe Class A Unit Holders based on their respective Class A Units an amount equal to the aggregate of the FMC Liquidation Preference, the fair market value of that property shall be determined Inc. Liquidation Preference and the capital accounts of Newco LLC Liquidation Preference until FMC has received the Partners shall be adjusted FMC Liquidation Preference, Inc. has received the Inc. Liquidation Preference and Newco LLC has received the Newco LLC Liquidation Preference pursuant to reflect the manner in which the unrealized incomethis Section 13.2(a)(iv)(B), gain, loss, and deduction inherent in property provided that has not been reflected in the capital accounts previously would be allocated event the amount available for distribution hereunder is less than such aggregate amount, pro rata among the Partners if there were a taxable disposition of that property for the fair market value of that property Class A Unit Holders based on the date of distributiontheir respective Class A Units; and (iiiC) Partnership property The remainder, pro rata among Class A-1 Unit Holders and Class A Unit Holders , based on their respective Units held. (b) All Distributions to the Members under this Section 13.2 shall be distributed among the Partners in accordance with the positive capital account balances of the Partnersmade, 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 (iii)); and those distributions shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (orBoard, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expensescash and/or Securities, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution such Distribution of cash and/or property Securities to a Partner Member in accordance with the provisions of this Section 11.02 constitutes 13.2 shall constitute a complete return to the Partner Member of its Capital Contributions and a complete distribution Distribution to the Partner Member of its Partnership Interest the Member’s interest in the Company and all of the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General 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: (a) as promptly as practicable after dissolution and again after final liquidationthe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; (cb) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Partnership Company shall be distributed to the Partners as followsMembers, 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 liquidator may sell any or all Partnership propertyCompany unless and until Blocker Sub receives, including to Partnersin respect of the Class E Preferred Membership Interests, and any resulting gain or loss from each sale shall be computed and allocated an amount at least equal to the capital accounts of Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the Partnerscorporation 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 Partnership property that has Parity Membership Interests are not been soldpaid in full, Distributions in respect of the fair market value of that property Class E Preferred Membership Interests and all Parity Membership Interests shall be determined made equally and ratably in proportion to the capital accounts of the Partners 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 the fair market value of that property on the date of distributionrespective Capital Accounts attributable thereto; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances any payments (but not distributions of stock of the Partners, as determined after taking into account all capital account adjustments for the taxable year corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Partnership during which the liquidation of the Partnership occurs Company (other than those made by reason an involuntary liquidation, winding-up, dissolution of this clause (iii)); other similar involuntary procedure) in respect of Class E Preferred Membership Interests and those distributions Parity Membership Interests shall be made by on a pro-rata basis based on the end aggregate reference amounts of the taxable year of the Partnership during Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred resulting gain or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities loss shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner 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 11.02 constitutes a complete return the Code. 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 Partner Membership Interests held by each such Member; provided, for the avoidance of its Capital Contributions and a complete distribution doubt, that distributions with respect to the Partner of its Partnership Interest and all the Partnership’s property and constitutes Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a compromise Company Conversion or, where no distributions are made with respect to which all Partners have consented within the meaning of Section 5.02(d) any Junior Membership Interest, a liquidation of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany).

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 Company and make final distributions as provided in this AgreementAgreement 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 Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as practicable after dissolution 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 PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;; *** Confidential treatment requested (b) the The liquidator shall pay from Partnership Company funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); (c) The liquidator shall sell all Company Property; and (cd) all All liquidation proceeds and any other remaining assets of the Partnership Company shall be distributed to the Partners Members and Economic Interest Holders as follows: : (i) first, 100% of such 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 Tax Distributions) that equal the liquidator may sell any or all Partnership property, including to Partners, aggregate of HXBM’s initial and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; additional Capital Contributions; (ii) with respect second, to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts extent of the Partners 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 positive balance of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partnerseach Member’s or Economic Interest Holder’s Capital Account, as determined after taking into account all capital account Capital Account adjustments, including, but not limited to, adjustments for in connection with the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause liquidation, until each such Capital Account is reduced to zero, and then (iii)); and those distributions shall be made by ) the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (orremainder, if laterany, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions Percentage Interest of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership each Member or Economic Interest and all the Partnership’s property and constitutes 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 returns funds to the PartnershipHolder, it has no claim against any other Partner for those fundsas applicable.

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions Distributions as provided herein, in this Agreementthe 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 Partnership Company expense. Until final distributionDistribution, the liquidator liquidators shall continue to operate the Partnership Company’s properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable after dissolution and again after final liquidationThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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. (b) As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s remaining assets (the “Liquidation Assets”) in accordance with 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 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 Liquidation Assets. (c) all remaining assets As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 12.2(b) above, the Partnership liquidators shall promptly distribute the Company’s Liquidation Assets to the 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 the Partners as follows: (i) the liquidator may sell such Unitholder pursuant to Section 12.2(b). If any or all Partnership property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated Unitholder’s Capital Account is not equal to the capital accounts amount to be distributed to such Unitholder pursuant to Section 12.2(b), gross items of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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, deduction and deduction inherent loss for the Fiscal Year in property that has not been reflected in which the capital accounts previously would Company is dissolved shall be allocated among the Partners 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 there were a taxable disposition such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that property for do not require the fair market value of that property on the date of distribution; andrecipient to be licensed). (iiid) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution Distribution of cash and/or property to a Partner Unitholder in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Partner Unitholder of its Capital Contributions and a complete distribution Distribution to the Partner Unitholder of its Partnership Interest interest in the Company and all the Partnership’s Company property and constitutes a compromise to which all Partners Unitholders have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Unitholder returns funds to the PartnershipCompany, it has no claim against any other Partner Unitholder for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner Board of Supervisors shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General PartnerBoard of Supervisors. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.034.3) or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the PartnersCapital 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 capital accounts of the Partners 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 Capital Accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property All remaining assets shall be distributed among to the Partners in accordance with Section 5.3. If such distributions do not correspond to the positive capital account balances of the Partners 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 Partners, as determined after taking into account all ’ positive capital account adjustments balances immediately prior to such distribution to correspond to such amounts, and in the event the income, gain, loss and deduction for the taxable 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 reallocated to achieve such result and the income tax returns of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of may be amended for this clause (iii)); and those distributions purpose shall be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation)amended and filed as appropriate. All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under pursuant to this Section 11.0211.3. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 11.3 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsproperty.

Liquidation and Termination. On dissolution If the Company is dissolved and not reconstituted, the business of the PartnershipCompany shall be wound-up and the Company terminated as promptly as practicable thereafter, unless it is reconstituted and continued each of the following shall be accomplished: (a) The Liquidating Member shall cause to be prepared (i) statements setting forth the assets and liabilities of the Company as provided of the date of dissolution and as of the date of complete liquidation, a copy of such statements shall be furnished to all of the Members and (ii) a report in Section 11.01reasonable detail of the manner 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 General Partner shall act as liquidator provisions of the Annual Budget then in effect or may appoint one a liquidity plan Approved by Members. The Liquidating Member may, in the exercise of its business judgment and if commercially reasonable, determine to defer the sale of all or more other Persons as liquidatorany 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 if such liquidation shall comply in all events with the Partnership dissolves on account timing requirements of an event Treasury Regulations Section 1.704-1(b)(2)(ii)(b). (c) The proceeds of sale and all other assets of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator Company 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 applied and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished distributed by the liquidator are Liquidating Member as followsfollows and in the following order of priority: (ai) as promptly as practicable after dissolution and again after final liquidationFirst, to the liquidator shall cause a proper accounting to be made by a recognized firm payment of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bA) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation including any outstanding amounts due on any recourse Financing encumbering the Company Assets (or any part thereof)) and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (iB) the liquidator may sell 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 expenses of the Partners;liquidation; then (ii) Second, subject to Approval by Investor, 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 respect the Company. Such Reserves may, in the commercially reasonable discretion of the Liquidating Member, be paid over to a 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 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 this Section 11.2(c); provided, however, that, to the extent that it shall have been necessary, by reason of applicable law or regulation, to create any Reserves prior to any and all Partnership property that 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 been soldmade, the fair market value of that property then any balance remaining shall first be determined and the capital accounts of the Partners shall be adjusted distributed pursuant 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 the fair market value of that property on the date of distributionSection 11.2(c)(i); andthen (iii) Partnership property shall be distributed among Third, to the Partners repayment of any liabilities or debts of the Company to any of the Members pro rata to the respective outstanding balances of such liabilities; and then (iv) Fourth, to the Members, in accordance with Section 5.3. (d) The Liquidating Member shall cause the positive capital account balances filing of the Partners, as determined after taking into account all capital account adjustments for the taxable year Certificate of Cancellation pursuant to Section 18-203 of the Partnership during which Delaware Act and shall take all such other actions as may be necessary to terminate the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01LLC, the General Partner Board shall act as liquidator or may appoint one or more other Persons representatives or Unitholders as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 LLC, sell all or any portion of the LLC assets for cash or cash equivalents as they deem appropriate, and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership an LLC expense. Until final distribution, the liquidator shall continue to operate the Partnership LLC properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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 pay, satisfy, or discharge from LLC funds all of the Partnership’s assetsdebts, liabilities, and operations through the last day obligations of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; LLC (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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 and shall promptly distribute the remaining assets to the holders of Units in accordance with Section 4.1(a), as if the Partnership LLC’s Taxable Year closed immediately prior to such distribution. Any non-cash assets that are distributed to the Unitholders 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. 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 13.2. In making the Partners as follows: (i) distributions pursuant to this Section 13.2, the liquidator may sell any or all Partnership propertyshall allocate each type of asset (i.e., including cash, cash equivalents, securities, etc.) among the Unitholders ratably based upon the aggregate amounts to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) distributed with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 Units held by reason of this clause (iii)); and those 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, 90 days after the date of the liquidation)each such Unitholder. All Any such distributions in kind shall be subject to (x) such conditions relating to the Partners shall be made subject to disposition and management of such assets as the liability liquidator deems reasonable and equitable and (y) the terms and conditions of each distributee for its allocable share of costs, expenses, and liabilities previously incurred any agreement governing such assets (or for which the Partnership has committed prior to operation thereof or the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02holders thereof) at such time. The distribution of cash and/or property to a Partner Unitholder in accordance with the provisions of this Section 11.02 13.2 constitutes a complete return to the Partner Unitholder of its Capital Contributions and a complete distribution to the Partner Unitholder of its Partnership Interest interest in the LLC and all the PartnershipLLC’s property and constitutes a compromise to which all Partners Unitholders have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Unitholder returns funds to the PartnershipLLC, it has no claim against any other Partner Unitholder for those funds.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator Liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required InterestLiquidator. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in this Agreementthe 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 properties with all of the power and authority of the Partners and the General Partner. The steps to be accomplished by the liquidator Liquidator are as follows: (ai) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized an accounting firm of certified public accountants of the Partnership’s 's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (bii) 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 Partnership funds all liquidation shall be distributed in the following order of priority: (A) first, to the satisfaction of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including both to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts 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 the setting up of such reserves as the Liquidator may reasonably deem necessary for any liability of the PartnersPartnership); (iiB) with respect second, pro rata to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, in their Capital Accounts (as determined after taking into account all capital account the 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 (iiirequired under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)); and those distributions , provided that the terms of any Preferred Interests shall be made by taken into account in determining whether proceeds are distributed first to the end holders of the taxable year Preferred Interests prior to holders of the other Partnership during which the liquidation of the Partnership occurs Interests; and (orC) last, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with their respective Percentage Interests. (b) Notwithstanding the provisions of this Section 11.02 constitutes a complete return to 12.2 which require the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) liquidation of the Act. To the extent that a Partner returns funds to assets of the Partnership, it has no claim against but subject to the order of priorities set forth above, if upon or following dissolution of the Partnership 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 (other Partner for than those fundsto Partners as creditors).

Liquidation and Termination. On Upon the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership and make final distributions Company as provided herein, in this Agreementthe 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 Partnership Company expense. Until payment of the final distributionliquidating Distribution to the Unitholders, the liquidator liquidators shall continue to operate the Partnership Company’s properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable after dissolution and again after final liquidationThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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. (b) As promptly as practicable after dissolution, the liquidators shall cause the remaining Company assets (the “Liquidation Assets”) to be distributed among the Unitholders in accordance with Section 4.1(b). (c) all remaining assets Prior to distribution of the Partnership 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 distributed to the Partners as follows: (i) the liquidator may sell 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 or all Partnership propertyUnitholder’s Capital Account is not so uniform, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts then gross items of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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, deduction and deduction inherent loss for the Fiscal Year in property that has not been reflected in which the capital accounts previously would Company is dissolved shall be allocated among the Partners 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 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 there were a taxable disposition such other Unitholder agrees to relinquish to such unlicensed recipient an equivalent amount of Liquidation Assets that property for do not require the fair market value of that property on the date of distribution; andrecipient to be licensed). (iiid) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution Distribution of cash and/or property to a Partner Unitholder in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Partner Unitholder of its Capital Contributions and a complete distribution Distribution to the Partner Unitholder of its Partnership Interest interest in the Company and all the Partnership’s Company property and constitutes a compromise to which all Partners Unitholders have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Unitholder returns funds to the PartnershipCompany, it has no claim against any other Partner Unitholder for those funds.

Liquidation and Termination. (a) On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bi) the liquidator liquidators shall pay pay, satisfy or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (includingincluding (w) any obligations of the Company under the Subgrant Agreement, without limitation(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 and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; (cii) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 9.2(a)(i), 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 Company shall be distributed to the Partners as follows: (i) Members in accordance with Section 4.1(b)(ii); provided, however, that if such liquidation occurs prior to Start-up of the liquidator may sell any or all Partnership propertyPhase I Project, including to Partners, and any resulting gain or loss from each sale liquidating Distributions shall be computed and allocated to made based upon the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distributionPre-Start-up Liquidation Ratio; and (iii) Partnership property any non-cash assets will first be written up or down to their Fair Market Value, thus creating Net Income or Net Loss (if any), which shall be distributed among the Partners allocated in accordance with Section 4.2 and Section 4.3. In making such distributions, the positive capital account balances 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 Partners, as determined after taking into account all capital account adjustments for Members ratably based upon the taxable year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall aggregate amounts to be made by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind distributed with respect to the Partners shall be made Membership Interest held by each such holder, subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. 5.6. (b) The distribution of cash and/or or property to a Partner Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Interest interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner 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. On X.2.1 Upon the dissolution of the Partnership, unless it is reconstituted and continued Company as provided in Section 11.01X.1, the General Partner 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 liquidator liquidators or may appoint one or more other Persons to act as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distributions 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 in this Agreement. The costs of liquidation shall be borne as a Partnership expenseparagraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership properties Company's business and other property and assets with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make reasonably adequate provision for them therefor (including, without 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); and; (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows:Members in accordance with the positive balances of their Capital Accounts; and (ie) the liquidator may sell any or all Partnership Company property, including to Partners, 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 Members for fair market value of that 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 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 the fair market value of that property on the date of distribution; andvalue. (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All X.2.2 Any distributions in kind to the Partners Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundstermination.

Liquidation and Termination. On Subject to Section 3.4, Section 3.5 and Section 7.4, upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided a representative of the Company selected by the Board (not including any Member in Section 11.01, Default at the General Partner shall time of dissolution) will act as a liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest("LIQUIDATOR"). The liquidator shall Liquidator will proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall will be borne as a Partnership Company expense. Until final distribution, the liquidator shall Liquidator will continue to operate the Partnership 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 General PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall Liquidator will cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (includingCompany, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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); provided, however, such payments will not include any Capital Contributions described in Article IV or any other obligations in favor of the Members 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 (ciii) all remaining assets of the Partnership shall Company will be distributed to the Partners Members as follows: (iA) the liquidator Liquidator may sell any or all Partnership Company property, including to Partners, 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 shall will be computed and allocated to the capital accounts Capital Accounts of the PartnersMembers (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; (iiB) with respect to all Partnership Company property that has not been sold, the fair market value of that property shall (as determined by the Liquidator using any method of valuation as it, in good faith, deems reasonable) will be determined and the capital accounts Capital Accounts of the Partners shall 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 Capital Accounts previously would be allocated among the Partners 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 (iiiC) Partnership Company property shall will be distributed among the Partners Members ratably in accordance with the positive capital account balances of the Partnersproportion to each Member's Capital Account balances, as determined after taking into account all capital account Capital Account adjustments for the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (other than those made by reason of this clause (iiiC)); , and in each case, those distributions shall will be made by the end of the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation). ; All distributions in kind to the Partners shall Members will be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall will be allocated to the distributee under pursuant to this Section 11.0212.2. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Membership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the ActCompany's property. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On (a) Upon the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event Officers and Managers of the type described in Section 4.02(a)(4)-(10) Company shall cause the Company to liquidate by converting the assets of the Act with respect Company to the General Partner, the liquidator shall be one cash or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up its equivalent and arranging for the affairs of the Partnership and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps Company to be accomplished by wound up with reasonable speed but with a view towards obtaining fair value for the liquidator are as follows: (a) as promptly as 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 PartnershipCompany’s assets, liabilitiesand, and operations through the last day of the calendar month in which the dissolution occurs after satisfaction (whether by payment or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, the by establishment of a cash escrow fund for contingent liabilities in such amount and for such term as reserves therefor) of creditors, including Members who are creditors, shall distribute the liquidator may reasonably determine); and (c) all remaining assets of to and among the Partnership shall be distributed to the Partners Members as follows: (i) the liquidator may sell any or all Partnership propertyFirst, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the PartnersMembers pro rata in accordance with their respective then Undistributed Preferred Return, in such amounts and until such times as each Member’s Undistributed Preferred Return has been reduced to zero (0); (ii) Next, to the Members pro rata in accordance with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner Members’ proportionate Unreturned Capital Contributions in which the unrealized income, gain, losssuch amounts, and deduction inherent in property that has not until such time, as each Member’s Unreturned Capital Contributions have been reflected in the capital accounts previously would be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distributionreduced to zero (0); and (iii) Partnership property shall be distributed among Thereafter, to the Partners Members pro rata in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation)their respective Percentage Interests. All distributions in kind to the Partners Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02termination. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 6.2(a) constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Membership Interest and all the PartnershipCompany’s property and constitutes a compromise property. (b) Each Member shall look solely to which all Partners have consented within the meaning of Section 5.02(d) assets of the Act. To the extent that a Partner returns funds Company for all distributions with respect to the PartnershipCompany and such Member’s capital contribution thereto and share of profits, it has gains and losses thereof and shall have no claim recourse therefor (upon dissolution or otherwise) against any other Partner Member. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for those fundsall debts, liabilities and obligations of the Company shall have been distributed to the Members in the manner provided for in this Agreement, and (ii) the Articles of Organization shall have been canceled in the manner required by the LLC Act.

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General 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: (a) as promptly as practicable after dissolution and again after final liquidationthe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; (cb) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Partnership Company shall be distributed to in accordance with Section 5.2. For the Partners as followsavoidance of doubt: (i) no Junior Membership Interests will receive any amounts upon a liquidation or dissolution of the liquidator may sell any or all Partnership propertyCompany unless and until Blocker Sub receives, including to Partnersin respect of the Class E Preferred Membership Interests, and any resulting gain or loss from each sale shall be computed and allocated an amount at least equal to the capital accounts of Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the Partnerscorporation 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 Partnership property that has Parity Membership Interests are not been soldpaid in full, Distributions in respect of the fair market value of that property Class E Preferred Membership Interests and all Parity Membership Interests shall be determined made equally and ratably in proportion to the capital accounts of the Partners 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 the fair market value of that property on the date of distributionrespective Capital Accounts attributable thereto; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances any payments (but not distributions of stock of the Partners, as determined after taking into account all capital account adjustments for the taxable year corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Partnership during which the liquidation of the Partnership occurs Company (other than those made by reason an involuntary liquidation, winding-up, dissolution of this clause (iii)); other similar involuntary procedure) in respect of Class E Preferred Membership Interests and those distributions Parity Membership Interests shall be made by on a pro-rata basis based on the end aggregate reference amounts of the taxable year of the Partnership during Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred resulting gain or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities loss shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner 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 11.02 constitutes a complete return the Code. 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 Partner Membership Interests held by each such Member; provided, for the avoidance of its Capital Contributions and a complete distribution doubt, that distributions with respect to the Partner of its Partnership Interest and all the Partnership’s property and constitutes Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a compromise Company Conversion or, where no distributions are made with respect to which all Partners have consented within the meaning of Section 5.02(d) any Junior Membership Interest, a liquidation of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany).

Liquidation and Termination. On Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers or a Person or Persons selected by the Board of Managers shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator who shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently have full authority to wind up the affairs of the Partnership Company and make final distributions distribution as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard of Managers. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as practicable possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) 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 from Partnership funds all of the debts and liabilities of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them therefor (including, without limitation, 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. After making such payments and except for amounts reserved to make such payments, the liquidator shall then distribute all cash and other property pursuant to Section 4.2(a). (cd) all remaining assets Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Partnership shall be distributed Act and all other applicable laws pertaining to the Partners as follows: (i) the liquidator may sell 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 winding up of the Partners; (ii) with respect to all Partnership property that has not been sold, affairs of the fair market value of that property shall be determined Company and the capital accounts final distribution of its assets. Upon the completion of the Partners shall be adjusted to reflect the manner distribution of Company cash and property as provided in which the unrealized income, gain, loss, and deduction inherent this Section 8.2 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance connection with the positive capital account balances of the Partners, 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 (Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than those made by reason the State of this clause (iii)); and those distributions Delaware shall be made canceled and such other activities as may be necessary to terminate the Company shall be taken by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs liquidator. (or, if later, 90 days after the date of the liquidation). All distributions e) Notwithstanding any provision in kind this Agreement to the Partners contrary, no Member shall be made subject obligated to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to restore a Partner deficit balance in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against Account at any other Partner for those fundstime.

Liquidation and Termination. On Upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01above, the General Partner Managing Member shall act as liquidator or may appoint one or more other Persons as liquidatorliquidating trustee; provided, however, that if the Partnership dissolves on account Company is dissolved because of an event of the type described in Section 4.02(a)(4)-(10) of the Act occurring with respect to the General PartnerManaging Member or if there is no Managing Member at the time of dissolution, the liquidator liquidating trustee shall be one or more Persons selected in writing by a Required Interestthe other Members. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership 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 Company properties with all of the power and authority of the General PartnerAdministrative Member hereunder. The steps to be accomplished by the liquidator liquidating trustee are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to the Members of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator liquidating trustee shall pay from Partnership funds satisfy (whether by payment or reasonable provision for payment) all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) Company or otherwise make adequate provision for them therefor (including, without limitation, 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); and (c) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the their positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation)Capital Account balances. All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with In carrying out the provisions of this Article 10, the Managing Member shall comply (x) with the requirement of Regulations Section 11.02 constitutes a complete return to the Partner of its Capital Contributions 1.704-1(b)(2)(ii)(b)(2) or (y) with any other then existing and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented applicable requirement for “substantial economic effect” within the meaning of Section 5.02(d704(b) of the Act. To Code and the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsrelated Regulations.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General PartnerCompany, the liquidator shall be one or more Persons a Person selected in writing by a Required Interestthe Board. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company at the direction of the Board and make final distributions as provided in this AgreementAgreement and in the Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon approval of the winding up and dissolution of the Company, the liquidator shall pay pay, satisfy or discharge from Partnership Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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 The liquidator shall cause any notices required by Applicable Law to be sent to each known creditor of and claimant against the Company in the manner described by Applicable Law. (d) All remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the positive capital account balances balance (if any) of the Partnerssuch Member’s Capital Account, as determined after taking into account giving effect to all capital account adjustments for the taxable year thereto, including pursuant to Section (B)(a)(iii) of the Partnership during which the liquidation of the Partnership occurs Exhibit A. (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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). e) All distributions in kind to the Partners Members 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. Further, each Oil and Gas Interest distributed in kind shall be distributed so that, to the extent reasonably practicable, each Member receives the same undivided interest in each Oil and Gas Interest, and such distributions shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination termination, and those costs, expenses, and liabilities shall be allocated to the distributee under pursuant to this Section 11.0210.2. (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 liquidation. For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulations Section 1.704-1(b)(2)(ii). The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 10.2 constitutes a complete return to the Partner Member of its Capital Contributions Contribution and a complete distribution to the Partner Member of its Partnership Membership Interest and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d18-502(b) of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner 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. On Upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01above, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account Company is dissolved because of an event of the type described in Section 4.02(a)(4)-(10) of the Act occurring with respect to the General PartnerManager, the liquidator shall be one or more Persons selected in writing by a Required Interestthe other Member. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Auditor of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership Company (includingother than the Default Loans, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03if any) or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership Company shall be distributed to the Partners Members as follows: (i) provided in Section 8.2 hereof. In connection with such liquidation or termination, the liquidator may sell any or all Partnership property, including to Partners, Company property and the sum of (A) any resulting gain or loss from each sale shall be computed and allocated to plus (B) the capital accounts fair market value of the Partners; (ii) with respect to all Partnership such property that has not been sold, the fair market value of that property sold shall be determined and (notwithstanding the capital accounts provisions of the Partners shall be adjusted to reflect the manner in which the unrealized Article 9) income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously would Capital Accounts previously) shall be allocated among the Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind Members to the Partners shall be made subject extent possible to cause the liability Capital Account balance of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which Member to equal the Partnership has committed prior amount distributable to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee such Member under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d10.2(c) of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundshereof.

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General 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: (a) as promptly as practicable after dissolution and again after final liquidationthe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; (cb) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Partnership Company shall be distributed to the Partners as followsMembers, 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 liquidator may sell any or all Partnership propertyCompany unless and until Blocker Sub receives, including to Partnersin respect of the Class E Preferred Membership Interests, and any resulting gain or loss from each sale shall be computed and allocated an amount at least equal to the capital accounts of Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the Partnerscorporation 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 Partnership property that has Parity Membership Interests are not been soldpaid in full, Distributions in respect of the fair market value of that property Class E Preferred Membership Interests and all Parity Membership Interests shall be determined made equally and ratably in proportion to the capital accounts of the Partners 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 the fair market value of that property on the date of distributionrespective Capital Accounts attributable thereto; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances any payments (but not distributions of stock of the Partners, as determined after taking into account all capital account adjustments for the taxable year corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Partnership during which the liquidation of the Partnership occurs Company (other than those made by reason an involuntary liquidation, winding-up, dissolution of this clause (iii)); other similar involuntary procedure) in respect of Class E Preferred Membership Interests and those distributions Parity Membership Interests shall be made by on a pro-rata basis based on the end aggregate reference amounts of the taxable year of the Partnership during Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred resulting gain or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities loss shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner 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 11.02 constitutes a complete return the Code. 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 Partner Membership Interests held by each such Member; provided, for the avoidance of its Capital Contributions and a complete distribution doubt, that distributions with respect to the Partner of its Partnership Interest and all the Partnership’s property and constitutes Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a compromise Company Conversion or, where no distributions are made with respect to which all Partners have consented within the meaning of Section 5.02(d) any Junior Membership Interest, a liquidation of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany).

Liquidation and Termination. On Upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01above, the General Partner Managers shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account Company is dissolved because of an event of the type described in Section 4.02(a)(4)-(10) of the Act occurring with respect to the General PartnerManagers or if a Developer Member Event of Default has occurred, the liquidator shall be one or more Persons selected in writing by a Required Interestthe other Member. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManagers hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to the Preferred Member of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) Company or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership Company shall be distributed to the Partners Members as follows: (i1) the liquidator may sell any or all Partnership property, including to Partners, Company property and the sum of (A) any resulting gain or loss from each sale shall be computed and allocated to plus (B) the capital accounts fair market value of the Partners; (ii) with respect to all Partnership such property that has not been sold, the fair market value of that property sold shall be determined and (notwithstanding the capital accounts provisions of the Partners shall be adjusted to reflect the manner in which the unrealized Article 16) income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously would Capital Accounts previously) shall be allocated among the Partners if there were a taxable disposition Members to the extent possible to cause the Capital Account balance of that property for each Member to equal the fair market value of that property on the date of distributionamount distributable to such Member under Section 17.2(c)(2); and (iii2) Partnership Company property shall be distributed among to the Partners Members as provided in accordance with Section 8.2 (which is anticipated to reduce the positive capital account Adjusted Capital Account balances of the Partners, 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 (iiiMembers to zero)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Company pursuant to Section 11.019.1 hereof, the General Partner Board shall act as liquidator or may appoint one or more other Persons liquidators of the Company. The liquidators shall forthwith commence the winding up of the Company's business and the liquidation of its property in accordance with applicable law and the following provisions: (a) Each Member shall pay to the Company all amounts owed by such Member to the Company. (b) The Company Assets, including any monies received pursuant to this Section 9.2, shall be applied in the following order: FIRST, to the payment of creditors of the Company, including Members who are creditors, to the 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 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 liquidatorthe Board may deem advisable); providedand THIRD, however, that if to the Partnership dissolves on account of an Members in accordance with their positive Capital Account balances. (c) In the event of any liquidation pursuant to this Section 9.2, the type described Company Assets shall be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in Section 4.02(a)(4)-(10) an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Act Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 9.2(b). Consistent with respect to the General PartnerTreasury Regulations issued under Section 704 of the Code, in the event of a liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), 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 value of all property of the Partnership Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and make final distributions as provided in this Agreement. The the costs of liquidation shall be borne as a Partnership Company expense. Until final distribution. (d) Notwithstanding anything to the 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 liquidator year in which such liquidation occurs), such Member shall continue have no obligation solely as a result of such deficit to operate make any Capital Contribution, and the Partnership properties with all negative balance of the power and authority of the General Partner. The steps to such Capital Account shall not be accomplished considered a debt owed by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed Member to the Partners as follows: (i) the liquidator may sell any Company 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner Person for those fundsany purpose whatsoever.

Liquidation and Termination. On 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, unless it is reconstituted and continued as provided a representative of the Company selected by a Majority Interest (not including any Member in Section 11.01, Default at the General Partner time of dissolution) shall act as a liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest("Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership 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 General PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (Company, including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); provided, however, such payments shall not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (cii) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (iA) the liquidator Liquidator may sell any or all Partnership Company property, including to Partnersone 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 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 resulting gain or loss from each sale shall be computed and 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 capital accounts of the Partnerscorresponding Major Expansion Project; (iiB) with respect to all Partnership 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 determined and the capital accounts Capital Accounts of the Partners 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 Capital Accounts previously would be allocated among the Partners Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iiiC) Partnership Company property shall be distributed among the Partners Members ratably in accordance with the positive capital account balances of the Partnersproportion to each Member's Capital Account balances, as determined after taking into account all capital account Capital Account adjustments for the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (other than those made by reason of this clause (iiiC)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under pursuant to this Section 11.0212.2. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.property

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable after dissolution and again after final liquidationIf the Company is dissolved, the liquidator shall cause a proper then an accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or shall be made, and the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all affairs of the debts Company shall thereafter be promptly wound up and liabilities terminated. The Manager will appoint one or more Persons to serve as the liquidating trustee of the Partnership (including, without limitation, Company. The liquidating trustee will be responsible for winding up and terminating the affairs of the Company and will determine all expenses incurred matters in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them connection therewith (including, without 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 liabilities) as the liquidator may reasonably determine)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: (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 distributions to Members; and (c2) all remaining assets of the Partnership shall be distributed The balance, if any, in proportion to the Partners Members' positive Capital Account balances as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of such distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, as determined after taking into account all capital account Capital Account adjustments for the taxable year of the Partnership Fiscal Year during which the such liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those occurs. Such distributions shall be made by the end of the taxable year of the Partnership during Fiscal Year in which the liquidation of the Partnership occurs (or, if later, 90 within ninety (90) days after the date of such liquidation. (b) After all of the liquidation). All distributions assets of the Company have been distributed, the Company shall terminate; however, if at any time thereafter any funds in kind 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 Partners shall be Members in the same manner as if the distribution had been made subject pursuant to Sections 8.3(a)(1) and (2) above. (c) Notwithstanding anything to the liability of each distributee for its allocable share of costscontrary in this Agreement, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to upon a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented liquidation within the meaning of Section 5.02(d) 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 Act. To Member's Capital Account shall not be considered a debt owed by the extent that a Partner returns funds Member to the Partnership, it has no claim against Company or to any other Partner Person for those fundsany purpose whatsoever.

Liquidation and Termination. On Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint in writing one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator liquidators who shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently have full authority to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties Company with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as practicable possible after dissolution and again after final liquidation, the liquidator liquidator, if requested by any Member, shall cause a proper accounting to be made by a recognized firm of certified public the Company’s independent accountants of the PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;appropriate. (b) the liquidator shall pay from Partnership funds After making payment or provision for all of the debts and liabilities of the Partnership (Company, including, without limitation, debts and liabilities to Members, the liquidator shall sell all expenses incurred 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 allocated to the Members as provided in liquidation this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. The liquidator shall then distribute the proceeds of such sales and any advances described other available cash to the Members in Section 4.03accordance with and to the extent of the positive balances in their respective Capital Accounts. (c) or otherwise make adequate provision for them (Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act, including, without limitation, Sections 8971 through 8978 thereof, and all other applicable laws pertaining to the establishment winding up of a cash escrow fund for contingent liabilities in such amount the affairs of the Company and for such term as the liquidator may reasonably determine); andfinal distribution of its assets. (cd) all remaining assets of Notwithstanding any provision in this Agreement to the Partnership contrary, no Member shall be distributed obligated to the Partners as follows:restore a deficit balance in his or her Capital Account at any time. (ie) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 constitutes 9.3 shall constitute a complete return to the Partner Members of its Capital Contributions their capital contributions and a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany property.

Liquidation and Termination. On Upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01above, the General Partner Administrative Member shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account Company is dissolved because of an event of the type described in Section 4.02(a)(4)-(10) of the Act occurring with respect to the General PartnerAdministrative Member, the liquidator shall be one or more Persons selected in writing by a Required Interestthe other Members. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerAdministrative Member hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to Dividend Member of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) Company or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership Company shall be distributed to the Partners Members as follows: (i1) the liquidator may sell any or all Partnership property, including to Partners, Company property and the sum of (A) any resulting gain or loss from each sale shall be computed and allocated to plus (B) the capital accounts fair market value of the Partners; (ii) with respect to all Partnership such property that has not been sold, the fair market value of that property sold shall be determined and notwithstanding the capital accounts provisions of the Partners shall be adjusted to reflect the manner in which the unrealized incomeArticle 9, gain, loss, and deduction Profit or Loss so realized or inherent in such property (that has not been reflected in the capital accounts previously would Capital Accounts previously) shall be allocated among the Partners if there were a taxable disposition Members to the extent possible to cause the Capital Account balance of that property for each Member to equal the fair market value of that property on the date of distributionamount distributable to such Member under Section 10.2(c)(2); and (iii2) Partnership Company property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner Members as provided in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsSections 8.2and 8.

Liquidation and Termination. On Subject to Section 9.2(d), upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Cobra Member (unless another Person is selected by the Board of Directors) shall act as a liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest(“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership 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 General PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, and operations through the last day Day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) 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 Partnership Company funds all of the debts debts, liabilities, and liabilities obligations of the Partnership (includingCompany, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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); provided, however, that such payments shall not include any Capital Contributions described in Article 4 or any other obligations in favor of the Members created by this Agreement; and (cii) all remaining assets of the Partnership Assets shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the positive capital account balances of the Partners, 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 Section 5.5. (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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. e) The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Interest and share of all the PartnershipCompany’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsproperty.

Liquidation and Termination. On 11.2.1 Upon the dissolution of the Partnership, unless it is reconstituted and continued Company as provided in Section 11.0111.1 above, the General Partner 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 Board shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distributions 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 in this Agreement. The costs of liquidation shall be borne as a Partnership expenseparagraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership properties Company’s business and other property and assets with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator are as follows: (a) 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 practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (bc) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them Company (including, without 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); and (ce) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (i) the liquidator may sell any or all Partnership Company property, including to PartnersMembers, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the PartnersMembers in accordance with Section 5.1 above; (ii) with respect to all Partnership any Company property that has not been sold, the fair market value of that such property shall be determined and the capital accounts of the Partners 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 Capital Accounts previously) would be allocated among the Partners 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) Partnership all liquidation proceeds, as well as any Company property that is to be distributed to the Members, shall be distributed among the Partners in accordance with Section 5.4 above; provided, however, that all liquidating distributions shall be made in accordance with the Members positive capital account Capital Account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the ActTreas. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsReg. ss. 1.704-1(b)(2)(ii)(b)(2).

Liquidation and Termination. On Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Issuer, the General Partner Managers shall act as liquidator liquidators or may appoint one or more other Persons Managers or Members (with its or their consent) as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidators. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Issuer and make final distributions as provided in this AgreementSection 13.2 and in the Act. The costs of liquidation shall be borne as a Partnership an Issuer expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Issuer's assets and the Issuer's affairs with all of the power and authority of the General PartnerManagers. The steps to be accomplished by the liquidator liquidators are as follows: (a) as As promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper an accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, Issuer's assets and the Issuer's liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicablethe case may be; (b) The liquidator may cause all or any part of the Issuer's assets to be sold to any Person (including, without limitation, to Members) as the liquidator shall pay reasonably determine, and any resulting gain or loss from Partnership funds each such sale shall be computed and allocated to the Members in the manner provided in Article VII; (c) The liquidator shall pay, satisfy or discharge from the Issuer's assets all of the debts debts, liabilities and liabilities obligations of the Partnership (Issuer, including, without limitation, all expenses incurred in liquidation and any advances described all amounts owed to the Members to the extent that they are creditors of the Issuer, but excluding liabilities to Members on account of their Capital Contributions, in Section 4.03) the order of priority as provided by law, or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and; (d) After payment, satisfaction or discharge of the Issuer's debts, liabilities and obligations (or adequate provision therefor) has been made pursuant to clause (c) of this Section 13.2, all remaining Issuer assets of the Partnership shall be distributed to the Partners Members as follows: (i) the liquidator may sell any or all Partnership propertyfirst, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts Senior Preferred Members in respect of each outstanding Series of Senior Preferred Membership Interests, the amount of their respective Liquidation Preference Amounts or, to the extent that the assets of the Partners; (ii) with respect Issuer are insufficient to pay all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners shall be adjusted Senior Preferred Members the amounts of their respective Liquidation Preference Amounts, to reflect the manner Senior Preferred Members in which respect each outstanding Series of Senior Preferred Membership Interests in proportion to the unrealized income, gain, loss, and deduction inherent remaining positive balances 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 the fair market value of that property on the date of distribution; and their Capital Accounts (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 allocations required to be made by reason under Article VII of this clause Agreement); (iii)); and those distributions shall be made by ii) second, to the end Junior Preferred Members in respect of each outstanding Series of Junior Preferred Membership Interests, the taxable year amount of the Partnership during which the liquidation of the Partnership occurs (their respective Liquidation Preference Amounts or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds the assets of the Issuer are insufficient to pay all of the Junior Preferred Members the amounts of their respective Liquidation Preference Amounts, to the Partnership, it has no claim against Junior Preferred Members in respect each outstanding Series of Junior Preferred Membership Interests in proportion to the remaining positive balances in their Capital Accounts (as determined after taking into account all allocations required to be made under Article VII of this Agreement); and (iii) any other Partner for those fundsremaining assets of the Issuer shall be distributed to the Common Member.

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 (i) 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 Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Directors shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidators. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard of Directors. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) to the liquidator 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 from Partnership funds 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 debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine)Act; and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (i) the liquidator liquidators may sell any or all Partnership Company property, including including, subject to PartnersSection 7.02(i), to Members, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts Capital Accounts of the PartnersMembers; (ii) with respect to all Partnership Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts Capital Accounts of the Partners 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 Capital Accounts previously would be allocated among the Partners 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) Partnership Company property shall be distributed among the Partners Members in accordance with the positive capital account balances of the Partners, same manner 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 (iii)); and those set forth in Section 6.05. The foregoing distributions shall be made by the end of the such taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under pursuant to this Section 11.0213.02. The distribution of cash and/or or property to a Partner Member in accordance with the provisions of this Section 11.02 13.02 constitutes a complete return to the Partner Member of its Capital Contributions capital contributions and a complete distribution to the Partner Member in respect of its Partnership Interest Units and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(dsection 18-502(b) of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On 9.2.1 Upon the dissolution of the Partnership, unless it is reconstituted and continued Company as provided in Section 11.019.1, the General Partner 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 other Persons to act as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distributions 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 in this Agreement. The costs of liquidation shall be borne as a Partnership expenseparagraph (c) below. Until final distribution, the liquidator shall continue to operate manage the Partnership properties Company's business and other property and assets with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make reasonably adequate provision for them therefor (including, without 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); and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (i) the liquidator may sell any or all Partnership Company property, including to PartnersMembers, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the PartnersMembers in accordance with Section 5.1; (ii) with respect to all Partnership any Company property that has not been sold, the fair market value of that such property shall be determined and the capital accounts of the Partners 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 Capital Accounts previously) would be allocated among the Partners 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) Partnership all liquidation proceeds, as well as any Company property that is to be distributed to the Members, shall be distributed among the Partners in accordance with the positive capital account balances Section 5.4 of the Partnersthis Agreement, as determined after taking into account all capital account Capital Account adjustments for the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (other than those made by reason of this clause (iiiSection 9.2.1(d)(iii)); and those 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, 90 days after the date of the liquidation). All . 9.2.2 Any distributions in kind to the Partners shall Members may, in the discretion of the liquidator, be made in the form of property subject to the liability of each distributee for its allocable share of costsdebts, expensesliabilities or obligations related to such property, and which debts, liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities other obligations shall be allocated to the such distributee under pursuant to this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds9.

Liquidation and Termination. On Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Sole Member shall act as a liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest(“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerSole Member. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (includingCompany, including without limitation, limitation all expenses incurred in liquidation and (but excluding any advances or Capital Contributions described in Section 4.034.2) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); (ii) the Liquidator shall pay, satisfy or discharge from Company funds all of the advances and loans (but not Capital Contributions) made to the Company by the Sole Member, as described in Section 4.2; and (ciii) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation)Sole Member. All distributions in kind to the Partners Sole Member shall be made subject to the liability of each distributee the Sole Member for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under Sole Member pursuant to this Section 11.0210.2. The distribution of cash and/or property to a Partner the Sole Member in accordance with the provisions of this Section 11.02 10.2 constitutes a complete return to the Partner Sole Member of its Capital Contributions Contribution and a complete distribution to the Partner Sole Member of its Partnership Membership Interest and all the PartnershipCompany’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsproperty.

Liquidation and Termination. On 10.2.1 Upon the dissolution of the Partnership, unless it is reconstituted and continued Company as provided in Section 11.0110.1, the General Partner 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 Voting Members shall act as liquidator liquidators or may appoint one or more other Persons to act as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 oversee the winding up the affairs and liquidation of the Partnership Company, take full account of the liabilities of the Company and make final distributions 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 Voting 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 in this Agreement. The costs of liquidation shall be borne as a Partnership expenseparagraphs (c) and (d) below. Until final distribution, the liquidator shall continue to operate manage the Partnership properties Company's business and other property and assets with all of the power and authority of the General PartnerVoting Members. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) during the period commencing on the first day of dissolution pursuant to Section 10.1 hereof and ending on the date on which all of the assets of the Company have been distributed to the Liquidation Member in accordance with this Section 10.2, the Voting 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 5.4; (c) the liquidator shall pay or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, but subject to the provisions of applicable law, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make reasonably adequate provision for them therefor (including, without 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); and (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows:Liquidation Member. (ie) the liquidator may sell any or all Partnership Company property, including to Partners, 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 Voting Members for fair market value of that 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 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 the fair market value of that property on the date of distribution; andvalue. (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All 10.2.2 Any distributions in kind to the Partners Liquidation Member shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundstermination.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator Liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required InterestLiquidator. The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in this Agreementthe 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 properties with all of the power and authority of the Partners and the General Partner. The steps to be accomplished by the liquidator Liquidator are as follows: (ai) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized an accounting firm of certified public accountants of the Partnership’s 's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (bii) 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 Partnership funds all liquidation shall be distributed in the following order of priority: (A) first, to the satisfaction of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including both to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts 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 the setting up of such reserves as the Liquidator may reasonably deem necessary for any liability of the PartnersPartnership); (iiB) with respect second, pro rata to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, in their Capital Accounts (as determined after taking into account all capital account the 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 (iiirequired under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2)); and those distributions , provided that the terms of any Preferred Interests shall be made by taken into account in determining whether proceeds are distributed first to the end holders of the taxable year Preferred Interests prior to holders of the other Partnership during which the liquidation of the Partnership occurs Interests; and (orC) last, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with their respective Percentage Interests. (b) Notwithstanding the provisions of this Section 11.02 constitutes a complete return to 12.2 which require the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) liquidation of the Act. To the extent that a Partner returns funds to assets of the Partnership, it has no claim against any other Partner for those funds.but subject to the order of priorities set forth above, if

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable after dissolution and again after final liquidationIf the Company is dissolved, the liquidator shall cause a proper then an accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or shall be made, and the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds 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 (includingExecutive Committee, without limitation, all expenses incurred in liquidation will be responsible for winding up and any advances described in Section 4.03) or otherwise make adequate provision for them terminating the affairs of the Company (including, without 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 reserves to cover contingent liabilities). To the extent assets of the 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 contingent liabilities in such amount and for such term as the liquidator may reasonably determine)distributions to Members; and (c2) all remaining assets of the Partnership shall be distributed The balance, if any, to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the positive capital account balances of the Partners, 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 (iii)); and those distribution priorities set forth in Section 3.2 above. Such distributions shall be made by the end of the taxable year of the Partnership during Fiscal Year in which the liquidation of the Partnership occurs (or, if later, 90 within ninety (90) days after the date of such liquidation. (b) After all of the liquidation). All distributions assets of the Company have been distributed, the Company shall terminate; however, if at any time thereafter any funds in kind 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 Partners shall be Members in the same manner as if the distribution had been made subject pursuant to Sections 9.3(a)(1) and (2) above. (c) Notwithstanding anything to the liability of each distributee for its allocable share of costscontrary in this Agreement, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to upon a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented liquidation within the meaning of Section 5.02(d) 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 Act. To Member’s Capital Account shall not be considered a debt owed by the extent that a Partner returns funds Member to the Partnership, it has no claim against Company or to any other Partner Person for those fundsany purpose whatsoever.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Managers who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions Company as provided in this Agreementthe Act and shall have all the powers set forth in the Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon the liquidator shall pay from Partnership funds all winding up of the debts Company, the assets of the Company shall first be distributed to creditors, including Members and Managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) whether by payment or otherwise make adequate the making of reasonable provision for them (including, without limitation, the establishment of a cash escrow fund payment thereof) other than liabilities for contingent liabilities in such amount and which reasonable provision for such term as the liquidator may reasonably determine); andpayment has been made. (c) all Any assets remaining assets of after the Partnership Company's liabilities and obligations have been paid or reasonable provision for the payment thereof has been made, shall be distributed to the Partners Members in accordance with the positive capital account balances of the Members, as follows: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 Treas. Reg. (S) 1.704-1(b)(2)(ii)(b). (id) If, at the liquidator may sell discretion of the Managers, any or all Partnership propertyassets of the Company are distributed to the Members in-kind, including to Partners, and any resulting gain or loss from each sale such assets shall be computed and allocated to valued on the capital accounts basis of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value thereof as determined by the Managers in their reasonable discretion on the date of distribution. Without limiting the managers, discretion to make such a valuation or requiring that property 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 determined 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 Capital Account of the Partners Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and loss or deduction inherent in such property (that has not previously been reflected in the capital accounts previously Members' Capital Accounts) would be allocated among the Partners Members if there were had been a taxable disposition of that such property for 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 that the property on the date of distribution; and. (iiie) Partnership property Nothing in this Article 13 shall be distributed among construed to extend the Partners in accordance with the positive capital account balances of the Partners, 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 (iiitime period prescribed under Section 13.2(c)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable after dissolution and again after final liquidationIf the Company is dissolved, the liquidator then no further distributions shall cause a proper accounting to be made by a recognized firm of certified public accountants pursuant to Section 7, an accounting of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or shall be made, and the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all affairs of the debts Company shall thereafter be promptly wound up and liabilities terminated. The Members will appoint one or more persons to serve as the liquidating trustee of the Partnership (including, without limitation, Company. The liquidating trustee will be responsible for winding up and terminating the affairs of the Company and will determine all expenses incurred matters in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them connection therewith (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount arrangements to be made with creditors, to what extent and for such term as under what terms the liquidator may reasonably determine); and (c) all remaining assets of the Partnership shall Company are to be distributed 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 Partners Members. The liquidating trustee will thereafter liquidate the assets of the Company as followspromptly 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 liquidator may sell any or payment and discharge of all Partnership propertyof the Company's debts and liabilities to creditors, including Members, but not in respect of distributions pursuant to PartnersSection 7, and any resulting gain or loss from each sale shall be computed and allocated to in the capital accounts order of the Partnerspriority as provided by law; (ii) with then to the Members, proportionally, in respect to of the relative positive balance in the Capital Account of each Member (b) After all Partnership property that has not the assets of the Company have been solddistributed, the fair market value of that property Company shall be determined and 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 capital accounts of the Partners 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 need for the fair market value of that property on cash reserve fund has ended, the date of distribution; and (iii) Partnership property funds shall be distributed among in the Partners same manner as required by Sections 10.2(a)(i) and (ii). (c) Notwithstanding anything to the contrary in accordance with this Agreement, upon a liquidation within the positive 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 balances of the Partners(after giving effect to all contributions, as determined after taking into account all distributions, allocations, and other capital account adjustments for all taxable years, including the taxable year during which such liquidation occurs), the Member shall have no obligation to make any capital contribution, and the negative balance of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions Member's capital account shall not be made considered a debt owed by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind Member to the Partners shall be made subject Company or to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner Person for those fundsany purpose whatsoever.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Company pursuant to Section 11.018.1, the General Partner Board shall act as liquidator or may appoint one or more other Persons liquidators of the Company. The liquidators shall forthwith commence the winding up of the Company’s business and the liquidation of its property in accordance with applicable law and the following provisions: (a) Each Member shall pay to the Company all amounts owed by such Member to the Company. (b) The Company Assets, including any monies received pursuant to this Section 8.2, shall be applied in the following order: First, to the payment of creditors of the Company, including Members who are creditors, to the 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 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 liquidatorthe Board may deem advisable); providedand Third, however, that if to the Partnership dissolves on account of an Members in accordance with their positive Capital Account balances. (c) In the event of any liquidation pursuant to this Section 8.2, the type described Company Assets shall be converted into cash as promptly as possible without undue sacrifice, and any receivables shall be collected or sold, all in Section 4.02(a)(4)-(10) an orderly and businesslike manner. Notwithstanding the foregoing, the Board may determine not to sell all or any portion of the Act Company Assets, in which event such Company Assets shall be distributed in kind pursuant to Section 8.2(b). Consistent with respect to the General PartnerTreasury Regulations issued under Section 704 of the Code, in the event of a liquidation, as defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g), 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 value of all property of the Partnership Company to be distributed shall be, or shall have been, appropriately reflected in the Capital Accounts, and make final distributions as provided in this Agreement. The the costs of liquidation shall be borne as a Partnership Company expense. Until final distribution. (d) Notwithstanding anything to the 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 liquidator year in which such liquidation occurs), such Member shall continue have no obligation solely as a result of such deficit to operate make any Capital Contribution, and the Partnership properties with all negative balance of the power and authority of the General Partner. The steps to such Capital Account shall not be accomplished considered a debt owed by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed Member to the Partners as follows: (i) the liquidator may sell any Company 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner Person for those fundsany purpose whatsoever.

Liquidation and Termination. On Upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01above, the General Partner Administrative Member shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account Company is dissolved because of an event of the type described in Section 4.02(a)(4)-(10) of the Act occurring with respect to the General PartnerAdministrative Member, the liquidator shall be one or more Persons selected in writing by a Required Interestthe other Members. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerAdministrative Member hereunder. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants acceptable to Dividend Member of the PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall occur or the final liquidation is shall be completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) Company or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership Company shall be distributed to the Partners Members as follows: (i1) the liquidator may sell any or all Partnership property, including to Partners, Company property and the sum of (A) any resulting gain or loss from each sale shall be computed and allocated to plus (B) the capital accounts fair market value of the Partners; (ii) with respect to all Partnership such property that has not been sold, the fair market value of that property sold shall be determined and notwithstanding the capital accounts provisions of the Partners shall be adjusted to reflect the manner in which the unrealized incomeArticle 9, gain, loss, and deduction Profit or Loss so realized or inherent in such property (that has not been reflected in the capital accounts previously would Capital Accounts previously) shall be allocated among the Partners if there were a taxable disposition Members to the extent possible to cause the Capital Account balance of that property for each Member to equal the fair market value of that property on the date of distributionamount distributable to such Member under Section 10.2(c)(2); and (iii2) Partnership Company property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Members as provided in Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds8.3.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or may appoint one or more other Persons Members as liquidator; provided, howeveror, that if the Partnership dissolves on account Board of an event Managers is unavailable for reasons of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partnerdeath, retirement, resignation, Bankruptcy or any other reason, the liquidator shall be one or more Persons selected in writing by a Required Interestmajority of Members may appoint such liquidator. The liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard of Managers. The steps to be accomplished by the liquidator are as follows: (ai) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified independent public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bii) the liquidator shall pay pay, satisfy or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.034.3) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (ciii) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account Members' Capital Account balances (after adjusting such Capital Accounts for all Profits and Losses of the Partners, as determined after taking into account all capital account adjustments Company for the taxable year of the Partnership during which the liquidation, including all Profits and Losses related to liquidation of the Partnership occurs and to distributions in kind pursuant to Section 5.1(d). (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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). b) All distributions in kind to the Partners Members shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under pursuant to this Section 11.0212.2. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Membership Interest and all the Partnership’s Company's property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Actconsented. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Managing Member shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Maryland Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManaging Member. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; ; (b) b)to the liquidator extent that any exist and only to the extent required by applicable Law, the liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03) 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 liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for them payment and discharge thereof (including, without 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)): first, all expenses incurred in liquidation; and and second, all of the debts, liabilities and obligations of the Company; and (c) all d)all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with Section 4.01(a) by the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and Contributions, a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Actconsented. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board shall act as liquidator or may appoint one or more other Persons Directors or Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership expensean expense of the Company. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties of the Company with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable after dissolution and again after final liquidationThe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants assets of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds Company all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate reasonable provision for them payment and discharge thereof (including, without limitation, 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. (b) 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 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) all remaining assets of As promptly as practicable after dissolution, the Partnership liquidators shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership propertydetermine, including to Partners, 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 soldin their discretion, the fair market value of that property shall be determined and the capital accounts assets (the “Liquidation Assets”) of the Partners shall Company that are available for distribution pursuant to this Section (the “Liquidation FMV”), (ii) determine the amounts to be adjusted distributed to reflect the manner each Member in which the unrealized income, gain, loss, accordance with Section 3.01(a) 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among deliver to each Member a statement setting forth the Partners Liquidation FMV and the 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 9.02(c) above, the positive capital account balances of liquidators shall promptly distribute the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind Company’s Liquidation Assets to the Partners shall be made subject to the liability holders of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Units in accordance with Section 11.023.01(a). The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 9.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of Member with respect to its Partnership Interest and all interest in the Partnership’s property and Company. This provision constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable after dissolution and again after final liquidationIf the Company is dissolved, the liquidator shall cause a proper then an accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or shall be made, and the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all affairs of the debts Company shall thereafter be promptly wound up and liabilities terminated. Unless the Manager has dissolved or entered into Bankruptcy, the Manager shall serve as the liquidating trustee of the Partnership (includingCompany. If the Manager has dissolved or entered into Bankruptcy, without limitation, 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 expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them related matters (including, without 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 liabilities) as the liquidator may reasonably determine)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: (1) To the payment and discharge of all of the Company's debts and liabilities to creditors (including Share Holders) in the order of priority as provided by law, other than liabilities for distributions to Share Holders; and (c2) all remaining assets of the Partnership shall be distributed The balance, if any, to the Partners Share Holders in proportion to their ownership of Shares as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those . All distributions shall be made by the end of the taxable year of the Partnership during Fiscal Year in which the liquidation of the Partnership occurs (or, if later, 90 within ninety (90) days after the date of liquidation. (b) After all of the liquidation). All distributions assets of the Company have been distributed, the Company's legal existence shall terminate; however, if at any time thereafter any funds in kind 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 Partners shall be Share Holders in the same manner as if the distribution had been made subject pursuant to Sections 7.3(a)(1) and (2) above. (c) Notwithstanding anything to the liability of each distributee for its allocable share of costscontrary in this Agreement, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to upon a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented liquidation within the meaning of Section 5.02(d) 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 Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.Share Holder's capital account

Liquidation and Termination. On dissolution (a) 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 Partners, 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 or other duly authorized liquidating trustee shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the liquidating trustee may either defer liquidation of and withhold from distribution for a reasonable time any assets of the Partnership (except those necessary to satisfy the Partnership’s current obligations) or distribute assets to the Partners in kind. (c) In connection with the termination of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of shall furnish to each Partner a statement setting forth the type described in Section 4.02(a)(4)-(10) of the 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 distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts assets and liabilities of the Partnership (including, without limitation, as of the date of complete liquidation. After distribution of all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, of 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 Partnership Partnership, the Limited Partners shall cease to be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partnerssuch, 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 that property shall be determined and the capital accounts of the General Partners shall cause to be adjusted executed, acknowledged and filed all documents necessary 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all cancel the Partnership’s property Certificate of Limited Partnership and constitutes a compromise to which all Partners have consented within terminate the meaning of Section 5.02(dPartnership. (d) Nothing in this Article IX will affect, alter, or modify the obligations of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsGeneral Partners under Article XIII of this Agreement.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner shall act as liquidator or may Cleco Holdings Board will appoint one or more other Persons as liquidator; providedliquidator(s), however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing acting by a Required InterestBoard Supermajority Consent. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall will be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerCleco Holdings Board. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall will pay from Partnership Company funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them therefor (including, without limitation, 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) the Company will dispose of all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership Company property, including to Partners, and the Member or any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;its Affiliates; and (ii) with respect to all Partnership thereafter, Company property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall will be distributed among to the Partners Member in accordance with the positive capital account balances of the Partners, 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 Section 7.01. (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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). d) All distributions in kind to the Partners shall Member will be made subject to the liability of each distributee the Member for its allocable share of the costs, expenses, expenses and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, expenses and liabilities shall will be allocated to the distributee under Member pursuant to this Section 11.02. The distribution of cash and/or property 9.02. (e) Nothing contained in this Section 9.02 shall be construed as authorizing the Cleco Holdings Board, or the liquidator, to a Partner 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 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsAgreement.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board shall act as liquidator or may appoint one or more other Persons Representatives or Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Delaware Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (a) as promptly as practicable after dissolution and again after final liquidationThe liquidators shall pay, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs satisfy or the final liquidation is completed, as applicable; (b) the liquidator shall pay discharge from Partnership funds Company assets all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate reasonable provision for them payment and discharge thereof (including, without limitation, 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. (b) 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 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) all remaining assets As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value of the Partnership shall assets (the “Liquidation Assets”) of the 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 Partners as follows:“Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such distributions. (id) As soon as the liquidator may sell any 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 all Partnership propertyLoss (if any) or other items of income, including to Partnersgain loss or deduction, and any resulting gain or loss from each sale which shall be computed allocated in accordance with Section 3.02 and allocated 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 the capital accounts of the Partners; (ii) be distributed with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; andUnits held by each Member. (iiie) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 10.02 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner of Member with respect to its Partnership Interest and all interest in the Partnership’s property and Company. This provision constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Delaware Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Managers shall act as liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManagers. The steps to be accomplished by the liquidator liquidators are as follows: (aA) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bB) 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); and (cD) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 holders of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Units in accordance with the positive capital account balances distribution provisions of the Partners, 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 (iii)); and those distributions shall be made Section 4.1(B) by the end of the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (or, if later, 90 ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. . (E) The distribution of cash and/or property to a Partner Unitholder in accordance with the provisions of this Section 11.02 14.2 and Section 14.3 constitutes a complete return to the Partner Unitholder of its Capital Contributions and a complete distribution to the Partner Unitholder of its Partnership Interest interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the Actproperty. To the extent that a Partner Unitholder returns funds to the PartnershipCompany, it has no claim against any other Partner 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. On dissolution Upon the occurrence of an event requiring the winding up of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01pursuant to the Act, the General Partner Managing Member or a Person or Persons selected by the Managing Member shall act as liquidator or may shall appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator liquidators who shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently have full authority to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partnerherein. The steps to be accomplished by the liquidator are as follows: (a) as As promptly as practicable possible after dissolution an 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 a recognized firm of certified public the Company’s independent accountants of the PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as applicable;appropriate. (b) the The liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, the liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; andprovided, however, that upon the consent ofthe Members, the liquidator may distribute such properties in kind. (c) all remaining assets Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Partnership shall be distributed Act and all other applicable laws pertaining to the Partners as follows: (i) the liquidator may sell 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 winding up of the Partners; (ii) with respect to all Partnership property that has not been sold, affairs of the fair market value of that property shall be determined Company and the capital accounts final distribution of its assets. Upon the completion of the Partners shall be adjusted to reflect the manner distribution of Company cash and property as provided in which the unrealized income, gain, loss, and deduction inherent this Section 8.2 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance connection with the positive capital account balances of the Partners, 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 (Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than those made by reason the State of this clause (iii)); and those distributions Delaware shall be made cancelled and such other activities as may be necessary to terminate the Company shall be taken by the end of the taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsliquidator.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Manager shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions Distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerManager. The steps to be accomplished by the liquidator liquidators are as follows:follows:‌ (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator liquidators shall pay from Partnership funds all of cause the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances notice described in Section 4.03the 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, or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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)): first, all expenses incurred in liquidation; andand second, all of the debts, liabilities and obligations of the Company; (cd) all remaining assets of the Partnership Company shall be distributed to the Partners as follows: Members (i) first to the liquidator may sell any or Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all Partnership propertyoutstanding an accrued Class B Preferred Return Amount, including to Partnerspro rata based on their Class B Units, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; then (ii) with respect the balance to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Class A Unitholders in accordance with their respective Percentage Interests at the positive capital account balances end of the Partners, as determined after taking into account all capital account adjustments for the taxable year of the Partnership Taxable Year during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership Company occurs (or, if later, 90 by ninety (90) days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner the Members in accordance with the provisions of this Section 11.02 14.02 and Section 14.03 below constitutes a complete return to the Partner Members of its their Capital Contributions and a complete distribution to the Partner Members of its Partnership Interest their interest in the Company and all the PartnershipCompany’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the Actproperty. To the extent that a Partner Member returns funds to the PartnershipCompany, it such returning Member has no claim against any other Partner Member for those funds.; and

Liquidation and Termination. On the dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Managers shall act as liquidator or (in its sole discretion) may appoint one or more representatives, Members or other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company with all of the power and authority of the General 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: (a) as promptly as practicable after dissolution and again after final liquidationthe liquidators shall pay, satisfy or discharge from the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, including all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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; (cb) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 10.2(a), all remaining assets of the Partnership Company shall be distributed to the Partners as followsMembers, 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 liquidator may sell any or all Partnership propertyCompany unless and until Blocker Sub receives, including to Partnersin respect of the Class E Preferred Membership Interests, and any resulting gain or loss from each sale shall be computed and allocated an amount at least equal to the capital accounts of Class E Preferred Reference Amount (except that Junior Membership Interests may receive stock in the Partnerscorporation 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 Partnership property that has Parity Membership Interests are not been soldpaid in full, Distributions in respect of the fair market value of that property Class E Preferred Membership Interests and all Parity Membership Interests shall be determined made equally and ratably in proportion to the capital accounts of the Partners 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 the fair market value of that property on the date of distributionrespective Capital Accounts attributable thereto; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances any payments (but not distributions of stock of the Partners, as determined after taking into account all capital account adjustments for the taxable year corporation resulting from a Company Conversion) made upon liquidation or dissolution of the Partnership during which the liquidation of the Partnership occurs Company (other than those made by reason an involuntary liquidation, winding-up, dissolution of this clause (iii)); other similar involuntary procedure) in respect of Class E Preferred Membership Interests and those distributions Parity Membership Interests shall be made by on a pro-rata basis based on the end aggregate reference amounts of the taxable year of the Partnership during Class E Preferred Membership Interests and such Parity Membership Interests; (c) any non-cash assets will first be written up or down to their Fair Market Value, thus creating gain or loss (if any), which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred resulting gain or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities loss shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner 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 11.02 constitutes a complete return the Code. 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 Partner Membership Interests held by each such Member; provided, for the avoidance of its Capital Contributions and a complete distribution doubt, that distributions with respect to the Partner of its Partnership Interest and all the Partnership’s property and constitutes Class E Preferred Membership Interests shall be payable only in cash (except for distributions pursuant to a compromise Company Conversion or, where no distributions are made with respect to which all Partners have consented within the meaning of Section 5.02(d) any Junior Membership Interest, a liquidation of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany).

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board of Directors shall act as liquidator or may appoint one or more other Persons serve as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership properties Company’s business with all of the power and authority of the General PartnerBoard of Directors and the Members. The steps to be accomplished by the liquidator are as follows: (a) the liquidator shall file Articles of Dissolution with the Louisiana Secretary of State as required by Section l339 of the Act or similar successor provision and give the notice required by Section 1336 of the Act or similar successor provision; (b) the liquidator shall follow the procedures set forth in Section 1338 of the Act or similar successor provision in order to obtain the benefits of that Section of the Act and of Section 1341 of the Act or similar successor provisions; (c) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the PartnershipCompany’s assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (bd) the liquidator shall pay pay, satisfy or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and (ce) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (i) the liquidator may sell any or all Partnership Company property, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;Members; and (ii) liquidation proceeds shall be identical with respect to all Partnership property that has not been soldeach outstanding Share. (f) on completion of the distribution of Company assets as provided herein, the fair market value of that property shall be determined Company is terminated, and the capital accounts liquidator shall file a certificate stating that the Company has been liquidated and is dissolved with the Louisiana Secretary of State as required by Section 1340 of the Partners shall Act or any similar successor provision and take such other actions as may be adjusted necessary to reflect terminate 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsCompany.

Liquidation and Termination. On dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided in Section 11.01, a majority of the General Partner shall act as liquidator or Board of Managers may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interestliquidator(s). The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall will be borne as a Partnership Company expense. Until final distribution, the liquidator shall will continue to operate the Partnership Company properties with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall will pay from Partnership Company funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate reasonable provision for them therefor (including, without limitation, 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) after payment or provision for payment of all of the Company’s liabilities has been made in accordance with Section 11.02(b), a final allocation of all items of income, gain, loss and expense shall be made in accordance with Section 5.03(a) hereof, and all remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)Section 5.01(b); and those provided, that all distributions shall made pursuant to this Section 11.02(c) will be made by the end of the such taxable year of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 within ninety (90) days after the date of the such liquidation); and (d) 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 5.03(a). 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 Member. (e) All distributions in kind to the Partners shall Members will be made subject to the liability of each distributee for its allocable share of costs, expenses, expenses and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, expenses and liabilities shall will be allocated to the distributee under pursuant to this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On 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, unless it is reconstituted and continued as provided a representative of the Company selected by a Majority Interest (not including any Member in Section 11.01, Default at the General Partner time of dissolution) shall act as a liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest("Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership 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 General PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (Company, including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); provided, however, such payments shall not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.2; and (cii) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (iA) the liquidator Liquidator may sell any or all Partnership Company property, including to Partnersone 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 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 resulting gain or loss from each sale shall be computed and 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 capital accounts of the Partnerscorresponding Major Expansion Project; (iiB) with respect to all Partnership 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 determined and the capital accounts Capital Accounts of the Partners 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 Capital Accounts previously would be allocated among the Partners Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (iiiC) Partnership Company property shall be distributed among the Partners Members ratably in accordance with the positive capital account balances of the Partnersproportion to each Member's Capital Account balances, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.Capital

Liquidation and Termination. On Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves shall be dissolved on account of an event of the type described in Section 4.02(a)(4)-(10section 17-402(a)(4) through (10) of the 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 distributions as provided in this Agreementherein, 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 properties assets with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs shall have occurred or the final liquidation is shall be completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in made by the General Partner pursuant to Section 4.03) or otherwise make adequate provision for them therefor (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 previously) would be allocated among the Partners if there were a taxable disposition of that such property for the fair market value of that such property on the date of distributionVesting Date; and (iiiii) the Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)clause); and those 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 the 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 on the Vesting Date shall be 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 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 shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously theretofore incurred or for which the Partnership has shall have committed prior to the date of termination and those such costs, expenses, and liabilities shall be allocated to the such distributee under pursuant to this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes shall constitute a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its interest in the Partnership Interest and all the Partnership’s property and constitutes shall constitute a compromise to which all Partners have consented within the meaning of Section 5.02(dsection 17-502(b) of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner shall act as liquidator or Holdings Member, or, during any Holdings Member Default Period, the Managing Member, may appoint one or more other Persons as liquidator; providedliquidator(s), however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator which Person or Persons shall be one or more Persons selected in writing reasonably approved by a Required Interestthe Crestwood Member. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall will be borne as a Partnership Company expense. Until final distribution, the liquidator shall will -61- continue to operate the Partnership Company properties with all of the power and authority of the General PartnerMembers. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; ; (b) the liquidator shall will pay from Partnership Company funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them therefor (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and and (c) the Company will dispose of all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership Company property, including to Partners, and any resulting gain or loss from each sale shall will be computed and allocated to the capital accounts of the Partners; Members pursuant to Section 5.02; and then pursuant to clause (ii) with respect to all Partnership below: (ii) thereafter, if any, Company property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall will be distributed among the Partners Members in accordance with the positive capital account balances following: (A) First, 100% to the Holdings Member and the Crestwood Member, pro rata in accordance with their respective holdings of Deficiency Preferred Units, until (x) the Partners, Holdings Member has received an amount so as determined after taking into account all capital account adjustments for to result in an IRR to the taxable year Holdings Member of *** on the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be aggregate Deficiency Contributions made by the end Holdings 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 Holdings Member in redemption of the taxable year of the Partnership during which the liquidation of the Partnership occurs 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 (or, if later, 90 days after the date of the liquidation***). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed . (1) at any time prior to the date fourth anniversary of termination and those coststhe Effective Date, expenses, and liabilities shall be allocated 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 distributee under this commencement of the Holdings Member Option Period, pursuant to Section 11.02. 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 distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return remainder, if any, 100% to the Partner Common Members, pro rata in proportion to their respective ownership of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsoutstanding Common Units.

Liquidation and Termination. On Subject to Section 7.5, upon dissolution of the PartnershipCompany, unless it is reconstituted and continued as provided a representative of the Company selected by a Majority Interest (not including any Member in Section 11.01, Default at the General Partner time of dissolution) shall act as a liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest("Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Partnership 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 General PartnerMembers. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the 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 Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership (Company, including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without 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); provided, however, such payments shall not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement other than a loan made pursuant to any provision other than Section 15.1; and (cii) all remaining assets of the Partnership Company shall be distributed to the Partners Members as follows: (i) 1. the liquidator Liquidator may sell any or all Partnership Company property, including to Partnersone 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 resulting gain or loss from each sale shall be computed and 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 capital accounts of the Partnerscorresponding Expansion Project; (ii) 2. with respect to all Partnership 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 determined and the capital accounts Capital Accounts of the Partners 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 Capital Accounts previously would be allocated among the Partners 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) Partnership 3. Company property shall be distributed among the Partners Members ratably in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind proportion to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Member's Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those funds.Account

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board or such other or additional Member or Members as designated by the Board shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required InterestLiquidator(s). The liquidator Liquidator(s) shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator Liquidator(s) shall continue to operate the Partnership Company properties with all of the power and authority of Board and Members, subject to the General Partnerpower of the Board to remove and replace such Liquidator(s). The steps to be accomplished by the liquidator Liquidator(s) are as follows: (a) as As promptly as practicable possible after dissolution 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’s Company's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) the liquidator The Liquidator(s) shall pay pay, satisfy or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, 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 All remaining assets of the Partnership Company shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners Members in accordance with the positive capital account balances of the Partners, 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 (iii)); and those distributions shall be made Section 4.2 hereof by the end of the taxable year of the Partnership Company during which the liquidation of the Partnership Company occurs (or, if later, 90 days after the date of the liquidation). All distributions The Liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02any liquidation. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 10.2 constitutes a complete return to the Partner Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Interest interest in the Company and all the Partnership’s Company's property and constitutes a compromise to which all Partners Members have consented within the meaning of Section 5.02(d) of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner shall act as liquidator or may Cleco Power Board will appoint one or more other Persons as liquidator; providedliquidator(s), however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing acting by a Required InterestBoard Supermajority Consent. The liquidator shall will proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided in this Agreementherein. The costs of liquidation shall will be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership Company properties with all of the power and authority of the General PartnerCleco Power Board. The steps to be accomplished by the liquidator are as follows: (a) as promptly as practicable possible after dissolution 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 PartnershipCompany’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall will pay from Partnership Company funds all of the debts and liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them therefor (including, without limitation, 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) the Company will dispose of all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership Company property, including to Partners, and the Member or any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners;its Affiliates; and (ii) with respect to all Partnership thereafter, Company property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall will be distributed among to the Partners Member in accordance with the positive capital account balances of the Partners, 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 Section 7.01. (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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). d) All distributions in kind to the Partners shall Member will be made subject to the liability of each distributee the Member for its allocable share of the costs, expenses, expenses and liabilities previously theretofore incurred or for which the Partnership Company has committed prior to the date of termination and those costs, expenses, expenses and liabilities shall will be allocated to the distributee under Member pursuant to this Section 11.02. The distribution of cash and/or property 9.02. (e) Nothing contained in this Section 9.02 shall be construed as authorizing the Cleco Power Board, or the liquidator, to a Partner 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 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsAgreement.

Liquidation and Termination. On Subject to Section 8.1, upon dissolution of the Partnership, unless it is reconstituted and continued as provided a representative of the Partnership selected by all of the Partners (not including any Partner in Section 11.01, breach of any provision of this Agreement at the General Partner time of dissolution) shall act as a liquidator or may appoint one or more other Persons Partners as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest(“Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator Liquidator shall continue to operate the facilities owned by the Partnership properties with all of the power and authority of the General PartnerPartners for a reasonable period of time to allow for the sale of all or a part of the assets of the Partnership. The steps to be accomplished by the liquidator Liquidator are as follows: (a) as promptly as practicable possible after dissolution and again after final liquidation, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Partnership’s assets, liabilitiesLiabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator Liquidator shall pay cause any notices required by Applicable Law to be mailed to each known creditor of and claimant against the Partnership in the manner described by such Applicable Law; (c) subject to the terms and conditions of this Agreement and the Act, the Liquidator shall distribute the assets of the Partnership in the following order: (1) the Liquidator shall pay, satisfy or discharge from Partnership funds all of the debts and liabilities Liabilities of the Partnership (Partnership, including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities Liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine). The Liabilities of the Partnership shall include any Liabilities owing to a Partner under any contracts entered into between the Partnership and such Partner; and (c2) all remaining assets of the Partnership shall be distributed to the Partners as follows: (iA) the liquidator Liquidator may sell any or all Partnership propertyassets, including to Partnersone or more of the Partners (other than any Partner in breach of any provision of this Agreement at the time of dissolution), and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts Capital Accounts of the Partners; (iiB) with respect to all Partnership property assets that has have not been sold, the fair market value of that property those assets (as determined by the Liquidator using any method of valuation as it, using its best judgment, deems reasonable) shall be determined and the capital accounts Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized Profits, Losses, income, gain, loss, and deduction inherent in property assets that has have not been reflected in the capital accounts Capital Accounts previously would be allocated among the Partners if there were a taxable disposition Disposition of that property those assets for the fair market value of that property those assets on the date of distribution; and (iiiC) Partnership property assets shall be distributed among the Partners ratably in accordance with the proportion to each Partner’s positive capital account balances of the PartnersCapital Account balances, as determined after taking into account all capital account 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 (iii2)); and in each case, those 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, 90 ninety (90) days after the date of the liquidation). . (D) All distributions in kind to the Partners shall be made subject to the liability Liability of each distributee Partner for its allocable share Liabilities theretofore incurred under the terms of costs, expenses, and liabilities previously incurred this Agreement or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02dissolution. The distribution of cash and/or property other assets of the Partnership to a Partner in accordance with the provisions of this Section 11.02 8.2 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 5.02(d) of the ActInterest. To the extent that a Partner returns funds to the Partnership, it has no claim Claim against any other Partner for those funds.

Liquidation and Termination. On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Board shall act as liquidator or may appoint one or more other Persons Officers as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall be one or more Persons selected in writing by a Required Interest. The liquidator liquidators shall proceed diligently to wind up the affairs of the Partnership Company and make final distributions as provided herein and in this Agreementthe Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator liquidators shall continue to operate the Partnership properties Company's Officers Properties with all of the power and authority of the General PartnerBoard. The steps to be accomplished by the liquidator liquidators are as follows: (aA) as As promptly as practicable possible after dissolution 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’s Company's assets, liabilities, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (bB) The liquidator(s) shall cause the liquidator 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 pay, satisfy or discharge from Partnership Company funds all of the debts debts, liabilities and liabilities obligations of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03liquidation) or otherwise make adequate provision for them payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine); and. (cD) all The balance, if any, of the Company's remaining assets of the Partnership shall be distributed to the Partners as follows: (i) Members in accordance with Section 5.2. Notwithstanding the liquidator may sell any or all Partnership propertyprovisions of 61 <PAGE> Section 5.3, including to Partners, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts items of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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, deduction and deduction inherent in property that has not been reflected in loss for the capital accounts previously would final Taxable Year of the Company shall be allocated among to the Partners if there were Members' Capital Accounts in such a taxable disposition of manner that property for the fair market value of that property on Members' positive Capital Account balances shall be, immediately prior to the date of distribution; and (iiidistribution pursuant to Section 11.2(D), in such proportion. To the extent practicable, distributions pursuant to this Section 11.2(D) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those distributions shall be made by the end of the taxable year Taxable Year of the Partnership Company during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02any liquidation. The distribution of cash and/or property to a Partner Member in accordance with the provisions of this Section 11.02 11.2 constitutes a complete return to the Partner such Member of its Capital Contributions and a complete distribution to the Partner Member of its Partnership Interest interest in the Company and all the Partnership’s Company's property and constitutes a compromise to which all Partners Members have consented within the meaning of the Act. The distribution of cash and/or property to an Assignee who is not a Member in accordance with the provisions of this Section 5.02(d) 11.2 constitutes a complete distribution to such Assignee of its interest in the Company and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Partner Member returns funds to the PartnershipCompany, it has no claim against any other Partner Member for those funds.. SECTION 11.3

Liquidation and Termination. On Upon the dissolution and winding up of the Partnership; the General Partner or liquidator shall apply the assets of the Partnership (including the proceeds of 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 payment 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 (b) Thereafter, the remaining assets of the Partnership, unless it is reconstituted and continued as provided if any, shall be distributed to the Partners in Section 11.01, the General Partner shall act as liquidator or may appoint one or more other Persons as liquidatoraccordance with their relative Capital Account balances; provided, however, that if so long as Potlatch or its successor and their respective Subsidiaries (collectively, the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10"Potlatch Party") hold more than fifty percent (50%) of the Act 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 General Partnerdetermination of Fair Market Value of the Subject Properties (as defined therein). To the fullest extent provided by law, the liquidator determination of the Fair Market Value made pursuant to this Section 12.5 shall be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of final and binding on the Partnership and make final distributions as provided in this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidator shall pay from Partnership funds all of the debts and liabilities of the Partnership (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) or otherwise make adequate provision for them (including, without limitation, 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 Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell any or all Partnership property, including to Partners, and such determination shall not be appealable to any resulting gain or loss from each sale court, provided that the foregoing shall be computed and allocated not limit a Partner's rights to the capital accounts seek judicial enforcement of the Partners; (ii) with respect to all Partnership property that has not been sold, obligations of the fair market value of that property shall be determined other Partners 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with the positive capital account balances of the Partners, 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 (iii)); and those 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, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundshereunder.

Liquidation and Termination. (a) On dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01Company, the General Partner Directors who have not wrongfully dissolved the Company shall act as liquidator or may appoint one or more other Persons Members as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 distributions Company as provided in this Agreementthe Act and shall have all the powers set forth in the Act. The costs of liquidation shall be borne as a Partnership Company expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;. (b) Upon the liquidator shall pay from Partnership funds all winding up of the debts Company, the assets of the Company shall first be distributed to creditors, including Members and Directors who are creditors, to the extent otherwise permitted by applicable law, in satisfaction of liabilities of the Partnership Company (including, without limitation, all expenses incurred in liquidation and any advances described in Section 4.03) whether by payment or otherwise make adequate the making of reasonable provision for them (including, without limitation, the establishment of a cash escrow fund payment thereof) other than liabilities for contingent liabilities in such amount and which reasonable provision for such term as the liquidator may reasonably determine); andpayment has been made. (c) all Any assets remaining assets of after the Partnership Company’s liabilities and obligations have been paid (or reasonable provision for the payment thereof has been made) shall be distributed to the Partners Members in accordance with the positive capital account balances of the Members, as follows: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). (id) If, at the liquidator may sell discretion of the Board of Directors, any or all Partnership propertyassets of the Company are distributed in-kind to the Members, including to Partners, and any resulting gain or loss from each sale such assets shall be computed 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 allocated a reasonable exercise of such discretion. Upon any such in-kind distribution to a Member, the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Partners Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and loss or deduction inherent in such property (that has not previously been reflected in the Members’ capital accounts previously accounts) would be allocated among the Partners Members if there were had been a taxable disposition of that such property for 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 that the property on the date of distribution; and. (iiie) Partnership property Nothing in this Article XI shall be distributed among construed to extend the Partners in accordance with the positive capital account balances time period prescribed under Section 11.2(c) above and Reg. § 1.704-1(b)(2)(ii)(b) for making liquidating distributions of the Partners, as determined after taking into account all capital account adjustments for Company’s assets. If the taxable year liquidator deems it impracticable to cause the Company to make distributions of the Partnership during which liquidating proceeds to the liquidation 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 Partnership occurs (other than those made by reason of this clause (iii)); Company’s assets to the Members within the time period prescribed in such regulation and those distributions shall be made by that will permit the end sale of the taxable year non-cash assets considered so distributed in a manner that gives effect, to the extent possible, to the intent of the Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the preceding provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsArticle XI.

Liquidation and Termination. On (a) Upon dissolution of the Partnership, unless it is reconstituted and continued as provided in Section 11.01, the General Partner Liquidator shall act as liquidator or may appoint one or more other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 4.02(a)(4)-(10) of the 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 as expeditiously as business circumstances allow and make final proceed within a reasonable period of time to sell or otherwise liquidate the assets of the Partnership 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 as provided set forth in this AgreementArticle VIII. The costs of Any Net Profits or Net Losses or other items realized in connection with the liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Partnership properties with all of the power and authority of the General Partner. The steps to be accomplished by the liquidator are as follows: (a) as promptly as 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’s assetsassets 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, liabilitiesif a distribution in kind is necessary, and operations through the last day of the calendar month in which the dissolution occurs after allocating any Net Profits or the final liquidation is completedNet Losses, as applicable;realized or unrealized, attributable to such distribution). (b) No Partner shall be liable for the liquidator return of the Capital Contributions of other Partners; provided, that this provision shall pay from Partnership funds not relieve any Partner of any other duty or liability it may have under this Agreement. (c) Upon liquidation of the Partnership, all of the assets of the Partnership, or the proceeds therefrom, shall be distributed or used as follows and in the following order of priority: (1) for the payment of the debts and liabilities of the Partnership and the expenses of liquidation; (including, without limitation, all expenses incurred in liquidation and 2) to the setting up of any advances described in Section 4.03) reserves which the Liquidator may deem reasonably necessary for any contingent or otherwise make adequate provision for them (including, without limitation, unforeseen liabilities or obligations of the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine)Partnership; and (c3) all remaining assets of the Partnership shall be distributed to the Partners as follows: (i) the liquidator may sell 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 of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of that 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 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 the fair market value of that property on the date of distribution; and (iii) Partnership property shall be distributed among the Partners in accordance with Section 4.2. (d) When the positive capital account balances 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 the PartnersCertificate, as determined after taking into account all capital account adjustments for the taxable year of at which time the Partnership during which the liquidation of the Partnership 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 Partnership during which the liquidation of the Partnership occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, expenses, and liabilities previously incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 11.02. The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Partner of its Capital Contributions and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes 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 returns funds to the Partnership, it has no claim against any other Partner for those fundsterminated.