Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, of Directors shall act as the liquidator or shall may appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardBoard of Directors. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as appropriate.applicable; (b) The the liquidator shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof; (including d) the establishment liquidator shall make reasonable provision to pay all contingent, conditional or unmatured contractual claims known to the Company; (e) the liquidator shall make such provision as will be reasonably likely to be sufficient to provide compensation for any claim against the Company which is the subject of a cash escrow fund for contingent liabilities in such amount and for such term as pending action, suit or proceeding to which the Company is a party; (f) the liquidator may shall make such provision as will be reasonably determine). After making payment likely to be sufficient for claims that have not been made known to the Company or provision for all debts and liabilities of that have not arisen but that, based on facts known to the Company, are likely to arise or to become known to the Company after the date of dissolution; (g) the liquidator shall sell distribute all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining by the best price therefor; provided, however, that upon the consent of a Majority Interest end of the Memberstaxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the liquidator may distribute such properties date of the liquidation) in kind. All Net Profitaccordance with Section 3.02 (but subject to the other applicable provisions in this Agreement); and (h) all distributions in kind to the Members shall be made subject to the liability of each distributee for costs, Net Lossexpenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, Simulated Gain and Simulated Loss (or other items of incomethose costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributees pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time10.02. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.02 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company Interest and all Company propertyof the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Members shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the BoardMembers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s 's assets, liabilities and operations through the last day end of the month in day on which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision 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, all remaining assets shall be distributed to the liquidator Members. If there are two or more Members at such time, each Member's Capital Account shall sell first be adjusted by (i) assuming the sale of all properties and remaining assets of the Company for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items date of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts dissolution of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Company and (ii) debiting or crediting each Member's Capital Accounts Account with its respective share of the Members by hypothetical gains or losses resulting from such assumed sales in the amount same manner such Capital Account would be debited or credited for gains or losses on actual sales of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of the proceeds date of such sales or such properties to dissolution of the Members Company at its fair market value by the appraiser selected in the manner provided in Section 4.4(a). If the foregoing distributions above) distribute to the Members do not equal such amounts as are required to pay the Member’s positive balances of their respective positive Capital Account balances Accounts. Such a distribution shall be in cash or in kind as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. (e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Members shall cause the cancellation of the Company with the Delaware Secretary of State and take such other actions as may be necessary to terminate the Company. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 10.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest respective Membership Interests and all Company property.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Profit or Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain gain, loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Profit or Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain gain, loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a)4.3. If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the MembersNGP, the liquidator may distribute such properties in kind. All Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesvalue. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a4.3(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the MembersRice Energy, the liquidator may distribute such properties in kind. All Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesvalue. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a4.3(b). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Managers shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day end of the month in day on which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision 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, all remaining assets shall be distributed to the liquidator Members. If there are two or more Members at such time, each Member’s Capital Account shall sell first be adjusted by (i) assuming the sale of the all properties and remaining assets of the Company for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items date of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts dissolution of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Company and (ii) debiting or crediting each Member’s Capital Accounts Account with its respective share of the Members by hypothetical gains or losses resulting from such assumed sales in the amount same manner such Capital Account would be debited or credited for gains or losses on actual sales of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of date of dissolution of the proceeds of such sales or such properties to Company at its fair market value by the Members appraiser selected in the manner provided in Section 4.4(a). If the foregoing distributions above) distribute to the Members do not equal such amounts as are required to pay the Member’s positive balances of their respective positive Capital Account balances Accounts. Such a distribution shall be in cash or in kind as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its his or her Capital Account at any time. (e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Manager shall cause Articles of Dissolution to be prepared and filed with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.4, and take such other actions as may be necessary to terminate the Company. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 10.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest respective Membership Interests and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act as liquidator or liquidator. The Managers shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution Distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall be borne as a Company expense. Until final Distribution, the Managers shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator Managers are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, Managers shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (b) The liquidator the Managers shall pay cause the notice described in Section 18-203 of the Act to be mailed to each known creditor of and claimant against the Company in the manner described in such section; (c) the Managers shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Managers may reasonably determine). After making payment or provision for ; and (d) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the Managers may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator shall then distribute value of that property on the proceeds date of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Distribution; and (iii) Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to among the Members in accordance with the provisions positive Capital Account balances of the Members, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this Section 8.3 clause (iii)); and those Distributions shall constitute a complete return to be made by the Members end of their Capital Contributions and a complete distribution to the Members taxable year of their the Company Interest and all during which the liquidation of the Company propertyoccurs (or, if later, ninety (90) days after the date of the liquidation).

Liquidation and Termination. Upon dissolution of the CompanyPartnership, unless it is continued as provided above, the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; however, if the Partnership is dissolved because of an event occurring with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by the other Partner. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation shall be a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner hereunder. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by Ernst & Young, LLC or such other firm of certified public accountants as is acceptable to the Company’s independent accountants Limited Partner of the Company’s Partnership'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 appropriate.applicable; (b) The the liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3.and (c) Except all remaining assets of the Partnership shall be distributed to the Partners as expressly provided herein, follows: (1) the liquidator may sell any or all Partnership property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such property that has not been sold shall comply with any applicable requirements be determined and (notwithstanding the provisions of Article 9) income, gain, loss, and deduction inherent in such property (that has not been reflected in the Act Capital Accounts previously) shall be allocated among the Partners to the extent possible to cause the Capital Account balance of each Partner to equal the amount distributable to such Partner under Article 8; and (2) after Capital Accounts have been adjusted for all distributions under Article 8 and all other applicable laws pertaining to the winding up allocations of the affairs of the Company Profits and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contraryLosses under Sections 9.3, no Member 9.9 and Section 10.2(c)(1), Partnership property shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members distributed in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property8.

Liquidation and Termination. Upon dissolution of the CompanyPartnership (unless it is reconstituted in accordance with Section 9.3), no further business shall be conducted except for the Board or, if taking of such action as shall be necessary for the Board so desires, a Person selected by winding up of the Board, affairs of the Partnership and the distribution of its assets to the Partners. The Managing Partner shall act as liquidator or shall may appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein; provided, however, that, if the Managing Partner is not able to serve as liquidator and does not appoint a liquidator within a reasonable time after dissolution, the liquidator shall be a person selected in writing by a Majority in Interest of the Investor Partners. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. The Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardManaging Partner. The steps liquidator is hereby authorized to be accomplished by take the liquidator are as followsfollowing action without the further consent or joinder of any Partner: (a) As promptly as possible after dissolution and again after final liquidationcompletion of the liquidation and termination of the Partnership, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the CompanyPartnership’s assets, liabilities liabilities, and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriatetermination occurs. (b) The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including but not limited to the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash. (c) After making payment or provision for all debts and liabilities of the CompanyPartnership, the liquidator shall sell all properties and assets of the Company Partnership for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profitgain, Net Loss, Simulated Gain loss and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) amount realized on such sales shall be allocated to the Members Partners as provided in this Agreement, and the Capital Accounts capital accounts of the Members Partners shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members Partners to satisfy any positive balances in their capital accounts, as so adjusted. (d) Notwithstanding Section 9.4(c), in the event of a dissolution and liquidation of the Partnership pursuant to an exchange or tender offer, the liquidator may, after making provision for all debts and liabilities of the Partnership, first adjust the capital account of each Partner by (i) assuming the sale of all remaining assets of the Partnership for cash at their respective fair market values (as determined by the liquidator in a manner provided consistent with the terms of such exchange or tender offer) as of the date of the dissolution of the Partnership and (ii) debiting or crediting each such capital account with such Partner’s respective share of the hypothetical gains or losses resulting from such assumed sales in Section 4.4(a)the same manner as such capital account would be debited or credited on the actual sales of such assets. If such exchange or tender offer is conducted pursuant to a disposition of all or substantially all of the foregoing assets of the Partnership or is otherwise binding on the Partners, the liquidator shall distribute all securities or other assets received from the disposition of the Partnership assets to the Partners proportionately based on the Partners’ positive capital account balances, as so adjusted. In the event of an exchange or tender offer that is not binding upon all Partners, the liquidator shall then exchange for securities offered in the exchange or tender offer oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the sum of the positive balances in the capital accounts, as so adjusted, of the Partners who elect to accept the exchange or tender offer. The liquidator shall then distribute such securities to such accepting Partners on a basis reflecting the Partners’ respective positive balances, as so adjusted. The Managing Partner shall have, with respect to its Interests, the right to elect to receive a distribution in kind of Partnership oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the positive balance in its capital account, adjusted as provided above. The liquidator shall then sell the remaining property and distribute to the Investor Partners who elect not to accept the exchange or tender offer all remaining cash in amounts proportionate to any positive balances in such Partners’ capital accounts, as so adjusted. All gain, loss and amount realized on the sale of Partnership oil and gas properties by the liquidator to provide cash for distribution to such Investor Partners shall be allocated to such Investor Partners in the same proportions as the proceeds of such sale are distributed. (e) Any distributions to the Members do not equal Partners in liquidation of the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Partnership shall be made by the Company during later of (i) the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation (as such term is defined in Treasury Regulation 1.704-1(b)(2)(ii)(g)) occurs, or (ii) 90 days after the date of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for liquidation. No Partner with a deficit balance in this Agreement his or its capital account after such distribution shall be adjusted, liable to the least extent necessary, to produce a Capital Account balance Partnership or any other Partner for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3deficit balance. (cf) Except Notwithstanding the foregoing, if upon dissolution of the Partnership any Partner shall be indebted to the Partnership as expressly provided hereina result of the failure to make a Capital Contribution required under this Agreement or otherwise, the liquidator shall retain such Partner’s share of cash or property that would otherwise be distributed and apply such cash or property and the income therefrom to the liquidation of such indebtedness and the cost of the operation of such assets during the period of such liquidation; provided, if the amount of such indebtedness has not been liquidated pursuant to the above procedure or otherwise paid by such Partner within six months of the dissolution of the Partnership, the liquidator may sell all or any portion of such property at a public or private sale for what is in the sole judgment of the liquidator the best price obtainable. The proceeds of such sale shall be applied to the liquidation of the indebtedness then owing by such Partner, and the balance of such proceeds, if any, shall be distributed to such Partner. (g) The liquidator shall comply with any applicable requirements of the Delaware Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or or property to the Members Partners in accordance with the provisions of this Section 8.3 9.4 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interests in the Partnership and all Company Partnership property, and no Partner shall have any recourse against the Managing Partner or any other Partner if the cash so distributed shall be insufficient to return in full his Capital Contributions.

Liquidation and Termination. Upon dissolution the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board orDLLCA, if the Board so desires, Manager or a Person or Persons selected by the Board, Manager shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator, if requested by any MemberQuantum, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that that, upon the consent of a Majority Interest of the MembersManager, the liquidator may distribute such properties in kind. All Net Profitgain, Net Lossloss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) amount realized on such sales shall be allocated to the Members as provided in this AgreementExhibit A, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit A by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (gains or other items of income, gain loss or deduction allocable under Section 4.2) losses that would have been recognized by the Members if such properties had been sold at then for their fair market valuesvalue. The liquidator shall then distribute the remaining proceeds of such sales or such properties to pro rata among the Members in the manner provided in Section 4.4(a). If the foregoing distributions proportion to the Members do not equal the Member’s their respective positive Capital Account balances Sharing Ratios as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3time. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act DLLCA and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon (a) On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managing Member shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManaging Member. The steps to be accomplished by the liquidator are as follows: (ai) As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants Certified Public Accountants of the Company’s assetsand the Facility 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 appropriate.applicable; (bii) The liquidator shall pay from Company funds (x) all of the debts and liabilities of the Company (including all expenses incurred in liquidation) and the Facility Company or otherwise make adequate provision therefor for them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment , and (y) the amount of all accrued, unpaid Preferred Distributions, and the unpaid amount of any Class A Withdrawal Amount or provision for all debts and liabilities Class A Member Partial Redemption Amount (including any balance of any Class A Withdrawal Note); (iii) with respect to the remaining Assets of the Company, : (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all properties and assets of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) After giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3, and Section 10.3) for all periods, but subject to Section 10.2(a)(v), all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members as promptly follows: (A) First, any Available Cash Flow that does not consist of Available Capital Income Cash Flow shall be distributed in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii); and (B) Second, any Available Capital Income Cash Flow shall be distributed (I) first to the Class A Members in an amount equal to the excess, if any, of (1) the sum of all Preferred Distributions shown as made or paid to the Class A Members in the Base Case Model (including those provided for after the date of liquidation), minus (2) all Preferred Distributions actually made or paid to the Class A Members under Section 5.1 or Section 10.2(a)(ii); (II) second, in an amount equal to any Class A Investment Balance that has not been paid in full to the Class A Member; and (III) thereafter, in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii). (v) It is consistent intended that the distributions provided in Section 10.2(a)(iv) will be in accordance with obtaining the best price therefor; provided, however, that upon positive balances (if any) in the consent of a Majority Interest final Capital Account balances of the Members, the liquidator may distribute after giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3 and Section 10.3) and any allocations to be made under this Section 10.2(a)(v). however, if such properties distributions would not result in kind. All Net Profitsuch intention being satisfied, Net Loss, Simulated Gain and Simulated Loss (or other constituent items of income, gain gain, loss or and deduction allocable under Section 4.2Code section 702(a)(1) realized on such sales shall through (7) will be allocated reallocated among the Members for the year of the liquidation, to the Members extent permissible under Code section 704(b) (and, if necessary and permissible under Code section 704(b), for prior Company taxable years for which the deadline (determined without extensions) for filing the Company’s federal income tax return has not passed), so as provided in this Agreement, and to cause the Capital Accounts Account balances to be in the amounts necessary to assure that such result is achieved. For the avoidance of the Members shall doubt, in no event will any Member be adjusted accordingly. In the event distributed an amount in excess of a its positive balance in its Capital Account. (vi) Any distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive respect of their Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member Accounts pursuant to this Section 8.310.2 shall be made by the end of the Company Taxable Year in which a Liquidating Event occurs (or if later, within 90 days after the date of such Liquidating Event). (cb) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their Company its Membership Interest and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. Upon On dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(10) of the Act with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company Partnership (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.02) or otherwise make adequate provision therefor for them (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Partnership property, Net Lossincluding to Partners, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Members as provided in this AgreementCapital 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 Members Partners shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust 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 Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator value of that property on the date of distribution; and (iii) Partnership property shall then distribute be distributed among the proceeds of such sales or such properties to Partners in accordance with the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances of the Partners, as determined after giving effect to taking into account all Capital Account adjustments for the foregoing adjustments accounting year of the Partnership during which the liquidation of the Partnership occurs (other than those made by reason of this clause (iii)); and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized those distributions shall be made by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount end of the distribution to such Memberaccounting year of the Partnership during which the liquidation of the Partnership occurs (or, if later, ninety (90) days after the date of the liquidation). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed All distributions in kind to that Member pursuant 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 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time11.02. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 11.02 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their Company its Partnership Interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 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. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator (the “Liquidator”). The Liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinin this Agreement. The liquidator costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator Liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, Liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b) The liquidator the Liquidator shall pay from Company funds all of the debts and liabilities of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor for them (including 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). After making payment or provision for ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the Liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) Company property shall then distribute the proceeds of such sales or such properties to be distributed among the Members in accordance with the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances of the Members, as determined after giving effect to taking into account all Capital Account adjustments for the foregoing adjustments and to all adjustments attributable to allocations taxable year of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such MemberCompany during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed All distributions in kind to that Member pursuant the Members 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 Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee under this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time8.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 8.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their Company Interest its Common Interests and all Company the Company’s property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon dissolution On winding up of the CompanyPartnership, the Board or, if the Board so desires, liquidator shall be a Person person selected by the Board, Board of Managers. The liquidator shall act as liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company Partnership at the direction of the Board of Managers and make final distribution distributions as provided hereinin this Agreement and in the Act. The liquidator costs of liquidation shall continue to operate the Company properties with all of the power and authority of the Boardbe borne as a Partnership expense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the CompanyPartnership’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 appropriateapplicable. (b) The liquidator shall pay pay, satisfy or discharge from Partnership funds all of the debts (including debts owing to any Partner), liabilities and liabilities obligations of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash or stock 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 Without limiting the Companyforegoing, the liquidator shall be permitted to sell all properties or retain any Eclipse Common Stock owned by the Partnership, if necessary, in order to comply with its obligations under this Section 10.2(b). (c) To the extent that the Partnership has any Eclipse Common Stock or other assets remaining after the application of Section 10.2(b), the Fair Market Value of such Eclipse Common Stock or other assets shall be determined and assets the Capital Accounts of the Company 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 under Section 5.1 if there were a taxable disposition of that property for cash as promptly as is consistent the Fair Market Value of that property on the date of distribution. (d) All remaining assets shall be distributed to the Partners in accordance with obtaining their respective Distribution Percentages in accordance with Section 5.4 (pursuant to an Authorized Shares Distribution to the best price thereforextent such assets consist of Eclipse Common Stock); provided, however, that upon if the consent Partnership is liquidated by reason of Section 10.1(c), the Class A Units, Class B Units and Class C Units will be distributed to the Partners who made a Majority Interest contribution to the Partnership of such Units under Section 4.1. If such distributions do not correspond to the positive Capital Account balances of the MembersPartners immediately prior to such distributions, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain then Profits and Simulated Loss (Losses or other items any item of income, gain 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’ positive Capital Account balances immediately prior to such distribution to correspond to the amounts to be distributed under this subsection (d). (e) All distributions in kind to the Partners shall be valued for purposes of determining each Partner’s interest therein at its Fair Market Value at the time of such distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or deduction allocable under Section 4.2) realized on such sales for which the Partnership has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.310.2. (cf) Except as expressly provided hereinAny distribution to the Partners in liquidation of the Partnership shall be made no later than the times prescribed in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). For purposes of the preceding sentence, the liquidator term “liquidation” shall comply with any applicable requirements of have the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision same meaning as set forth in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any timeTreasury Regulation Section 1.704-l(b)(2)(ii)(g). The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Partner of their its Capital Contributions Contribution and a complete distribution to the Members Partner of their Company its Partnership Interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 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. Upon dissolution the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the DLLCA, the Board or, if the Board so desires, of Directors or a Person or Persons selected by the Board, Board of Directors shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution distributions as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator, if requested by any MemberQuantum, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that that, upon the consent of a Majority Interest the Board of the MembersDirectors, the liquidator may distribute such properties in kind. All Net Profitgain, Net Lossloss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) amount realized on such sales shall be allocated to the Members as provided in this AgreementExhibit C, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit C by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (gains or other items of income, gain loss or deduction allocable under Section 4.2) losses that would have been recognized by the Members if such properties had been sold at then for their fair market valuesvalue. After application of Section 8.2(c), the liquidator shall then distribute the remaining proceeds of such sales, plus any amounts contributed to the Company pursuant to Section 8.2(c), among the Members in such a manner so that the cumulative Total Distributions and liquidating distributions received by each Member equals the cumulative amount it would be entitled to receive pursuant to Section 4.2 (disregarding Section 4.2(b)) if such aggregate amount was distributed at one time pursuant thereto (provided that the timing of actual distributions shall be taken into account in determining the Base Return of the Capital Member). (c) Prior to making any liquidating distributions to the Members pursuant to Section 8.2(b), the liquidator shall determine the cumulative amount of Total Distributions previously made by the Company to all Members and the aggregate amount of liquidating distributions to be made pursuant to Section 8.2(b) (“Cumulative Aggregate Distributions”). The liquidator shall then distribute determine for each Member such Member’s share of the proceeds Cumulative Aggregate Distributions by applying the provisions of Section 4.2 (disregarding Section 4.2(b)) to such sales or such properties to total (the Members in the manner provided in Section 4.4(a“Member Cumulative Share”). If the foregoing distributions to liquidator determines that the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations cumulative amount of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Total Distributions previously made by the Company during to a Member and the taxable year in question and all adjustments attributable aggregate amount of liquidating distributions projected to contributions and distributions of money and property effected prior be made to such distribution, thenMember pursuant to Section 8.2(b) exceeds the Member Cumulative Share of such Member (a “Deficit Member”), the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement liquidator shall reduce the amount to be adjusteddistributed pursuant to Section 8.2(b) to the Deficit Member by such excess and, to the least extent necessary, require the Deficit Member to produce make a Capital Account balance for each Member which corresponds contribution to the Company of an amount of the distribution equal to such Memberexcess. Each Any cash not distributed to the Deficit Member or contributed to the Company by the Deficit Member shall have the right to designate another Person to receive any property which otherwise would be distributed to the other Members with the liquidating distributions as described in kind to that Member pursuant to this Section 8.38.2(b). (cd) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act DLLCA and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (de) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of ; provided, however, that this Section 8.3 8.2(e) shall constitute not affect any obligation of a complete return Member to the Members of their make Capital Contributions and a complete distribution pursuant to the Members of their Company Interest and all Company propertySection 4.2(d) or Section 8.2(c).

Liquidation and Termination. Upon dissolution of the CompanyPartnership, unless it is continued as provided above, the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; however, if the Partnership is dissolved because of an event occurring with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by the other Partner. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation shall be a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner hereunder. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by Ernst & Young, LLC or such other firm of certified public accountants as is acceptable to the Company’s independent accountants Preferred Partner of the Company’s Partnership'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 appropriate.applicable; (b) The the liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3.and (c) Except all remaining assets of the Partnership shall be distributed to the Partners as expressly provided herein, follows: (1) the liquidator may sell any or all Partnership property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such property that has not been sold shall comply with any applicable requirements be determined and (notwithstanding the provisions of Article 9) income, gain, loss, and deduction inherent in such property (that has not been reflected in the Act Capital Accounts previously) shall be allocated among the Partners to the extent possible to cause the Capital Account balance of each Partner to equal the amount distributable to such Partner under Article 8; and (2) after Capital Accounts have been adjusted for all distributions under Article 8 and all other applicable laws pertaining to the winding up allocations of the affairs of the Company Profits and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contraryLosses under Sections 9.3, no Member 9.9 and Section 10.2(c)(1), Partnership property shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members distributed in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property8.

Liquidation and Termination. Upon On dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall General Partner may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the BoardPartners. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall will pay from Partnership funds all of the debts and liabilities of the Company Partnership (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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 ; and (c) the Partnership will dispose of all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Partnership property, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall from each sale will be computed and allocated to the Members as provided in this AgreementPartners pursuant to Section 5.3; (ii) with respect to all Partnership property that has not been sold, the Fair Market Value of that property will be determined and the Capital Accounts of the Members shall Partners will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in that property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise previously would be allocated among the Partners if there were a taxable Transfer of that property for the Fair Market Value of that property on the date of distribution; (iii) thereafter, Partnership property will be distributed among the Partners in kind to that Member accordance with Section 5.1. All distributions made pursuant to this Section 8.3. 10.2(c)(iii) will be made by the end of such taxable year (cor, if later, within ninety (90) Except as expressly provided herein, days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement kind to the contrary, no Member shall Partners will be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property made subject to the Members in accordance with liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the provisions Partnership has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property10.2.

Liquidation and Termination. Upon dissolution of the Company, the Board Manager or, if the Board Manager so desires, a Person selected by the BoardManager, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManager. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, Partnership the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor for them (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties 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 kindwhich 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 Net Profitdistributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities previously incurred or other items for which the Partnership has committed prior to the date of incometermination and those costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable distributee under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time7.2. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 7.2 constitutes a complete return to the Members Partner of their Capital Contributions its capital contributions and a complete distribution to the Members Partner of their Company Interest its partnership interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware 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. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall Member will act as liquidator or shall may appoint one or more liquidators who shall have full authority Members as liquidator. The liquidator will proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided herein. The liquidator shall continue to operate the Company properties with all of the power herein and authority of the Board. The steps to be accomplished by the liquidator are as follows:in the (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (b) The the liquidator shall pay will cause the notice described in Article 6.05(A)(2) of the Act to be mailed to each known creditor of and claimant against the Company in the manner described in such Article 6.05(A)(2); (c) the liquidator will pay, satisfy, or discharge from Company funds all of the debts debts, liabilities, and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.05) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 ; and (d) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall will be allocated distributed to the Members as provided in this Agreementfollows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale will be computed and allocated to the Capital Accounts capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property will be determined and the capital accounts of the Members shall will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kind, which the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of unrealized income, gain loss or gain, loss, and deduction allocable under Section 4.2) inherent in property that has not been reflected in the capital accounts previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator shall then distribute value of that property on the proceeds date of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the distribution; and (iii) Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would will be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to among the Members in accordance with the provisions positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the company occurs (other than those made by reason of this clause (iii)); and those distributions will be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety days after the date of liquidation). All distributions in kind to the Members will be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall 12.03. Upon completion of all distributions to the Member, such distribution will constitute a complete return to the Members Member of their its Capital Contributions and release all claims against the Company and will constitute a complete distribution compromise to which all Members have consented within the meaning of Article 5.02(D) of the Act. To the extent that a Member returns funds to the Members of their Company Interest and all Company propertyCompany, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Company shall appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and under the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b) The the liquidator shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidation) liquidation or otherwise make adequate provision therefor provisions for payment and discharge thereof (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent shall be distributed to the Members in accordance with obtaining the best price therefor; provided, however, that upon the consent their respective ownership of a Majority Interest of the Members, the liquidator may distribute such properties in kindShares. All Net Profitdistributions in kind to the Members shall be made subject to the liability of each distributee for costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities theretofore incurred or other items for which the Company has committed prior to the date of incometermination and those costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time10.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members of their Company Interest Member with respect to its Shares and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon On dissolution of the Company, Partnership the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor for them (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties 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 kindwhich 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 Net Profitdistributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities previously incurred or other items for which the Partnership has committed prior to the date of incometermination and those costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable distributee under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time7.2. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 7.2 constitutes a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their Company its Partnership Interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware 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. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) In no event will any liquidation occur before receipt of the CPUC Approval. Following the occurrence of either of the events specified in Section 9.1 above, and the receipt of any approval required by the CORR stockholders, immediately prior to liquidation of the Company, the following shall occur: (i) each Class A-1 Unit will be exchanged for a share of CORR Series C Preferred Stock, unless CORR has previously elected to effectuate the Exchange, as that term is defined in Articles Supplementary for such Series C Preferred Stock, in which case each Class A-1 Unit will be exchanged for a number of depositary shares representing CORR Series A Preferred Stock pursuant to the Exchange provisions set forth in the Articles Supplementary for such Series C Preferred Stock; (ii) each Class A-2 Unit will be exchanged for a share of CORR Series B Preferred Stock, unless the Mandatory Conversion, as that term is defined in Articles Supplementary for such Series B Preferred Stock, has occurred, in which case each Class A-2 Unit will be exchanged for a number of shares of CORR Class B Common Stock pursuant to the Mandatory Conversion provisions set forth in the Articles Supplementary for such Series B Preferred Stock; and (iii) each Class A-3 Unit will be exchanged for a share of CORR Class B Common Stock. In order to process such exchange, the ▇▇▇▇▇ Members shall submit such written representations, investment letters, legal opinions or other instruments necessary, in CORR’s reasonable discretion, to effect compliance with the Securities Act of 1933, as amended (the “Securities Act”) and all relevant state securities or “blue sky” laws. The CORR Securities shall be delivered by CORR as duly authorized, validly issued, fully paid and non-assessable shares of CORR Securities, free of any pledge, lien, encumbrance or restriction, other than any ownership limits set forth in the charter of CORR, the Securities Act and relevant state securities or “blue sky” laws. Neither any Grier Member nor any other interested Person shall have any right to require or cause CORR to register, qualify or list any CORR Securities owned or held by such Person, whether or not such CORR Securities are issued pursuant to this Section 9.2(b), with the SEC, with any state securities commissioner, department or agency, under the Securities Act or the Exchange Act or with any stock exchange, except as otherwise explicitly provided in a separate written registration rights agreement1. CORR Securities issued pursuant to this Section 9.2(b) may contain such legends regarding restrictions under the Securities Act and applicable state securities laws as CORR determines to be necessary or advisable in order to ensure compliance with such laws. Upon the closing of the exchange of CORR Securities pursuant to this Section 9.2(b), the Company shall distribute an amount equal to the excess of (x) the Class A-1 Members’ Preferred Return Per Class A-1 Unit with respect to Class A-1 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-1 Units pursuant to Section 4.3(b)(i) through the date of exchange, (y) the Class A-2 Members’ Preferred Return Per Class A-2 Unit with respect to Class A-2 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-2 Units pursuant to Section 4.3(b)(ii) through the date of exchange, and (z) the Class A-3 Members’ Preferred Return Per Class A-3 Unit with respect to Class A-3 Units being exchanged over the aggregate amount previously distributed with respect to such Class A-3 Units pursuant to Section 4.3(b)(iii) through the date of exchange. (c) Thereafter, the liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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 and terms therefor; provided, however, that upon the consent of a Super-Majority Interest of the MembersBoard Approval, the liquidator may distribute such one or more properties in kind. All Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in accordance with Section 4.1(a) and Section 4.2 of this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Profit or Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesthen-current Fair Market Values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a4.3(b). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, then the allocations of Net Profit, Profit and Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which that otherwise would be distributed in kind to that Member pursuant to this Section 8.39.2. (cd) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (de) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 9.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, liquidator shall be a Person person selected by the Board, Board of Directors. The liquidator shall act as liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall continue to operate the be borne as a Company properties with all of the power and authority of the Boardexpense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants 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 appropriateapplicable. (b) The liquidator shall pay pay, satisfy or discharge from Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of . (c) To the Company, the liquidator shall sell all properties and assets of extent that the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the has any assets remaining: (i) The liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain sell any or all Company property and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in this AgreementSection 6.5; and (ii) With respect to all Company property that is not sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event manner in which the unrealized income, gain, loss or expense inherent in that property that has not been reflected in the Capital Accounts previously would be allocated among the Members as provided in Section 6.5 as if there were a taxable Disposition of a distribution that property for the fair market value of properties that property on the date of distribution. (d) All remaining assets shall be distributed to the Members in kindaccordance with Section 6.1(c); provided, the liquidator shall first adjust however, that if the Capital Accounts of the Members by who hold Class I-1 or I-2 Units do not correspond to the distributions to be made to the holders of the Class I-1 or I-2 Units pursuant to Section 6.1(c) after making the allocations set forth in Section 9.2(e) below (including unrealized gains and losses as provided in the definition of Gross Asset Value), then such distributions as between the holders of Class I-1 and I-2 Units shall be made solely in proportion to their positive Capital Account balances but shall not otherwise change the amount to be distributed to any other Member or in respect of any Net ProfitUnits held by a Member in addition to his Class I-1 or I-2 Units. (e) If such distributions do not correspond to the Capital Accounts of the Members immediately prior to such distributions, Net Loss, Simulated Gain then Profits and Simulated Loss (or other Losses including individual items of income, gain gain, loss or and deduction allocable for the fiscal year in which the liquidation occurs shall be reallocated among the Members to cause, to the extent possible, the Members’ Capital Accounts immediately prior to such distribution to correspond to the amounts that would otherwise be distributed under Section 4.26.1(c). (f) that would have been recognized by All distributions in kind to the Members if such properties had been sold shall be valued for purposes of determining each Member’s interest therein at then its fair market values. The liquidator shall then distribute value at the proceeds time of such sales distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or such properties for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 9.2. (g) Any distribution to the Members in liquidation of the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Company shall be made by the Company during later of the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member term “liquidation” shall have the right to designate another Person to receive any property which otherwise would be distributed same meaning as set forth in kind to that Member pursuant to this Treasury Regulation Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time1.704-1(b)(2)(ii). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 9.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their Company its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (h) If a sale of the Company propertyis 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 shall be determined in a manner consistent with the amounts that would have been distributed to the Members if the Company had been liquidated in accordance with this Section 9.2 and if the total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for all the Membership Interests.

Liquidation and Termination. Upon dissolution of the Company, unless it is continued as provided above, the Board or, if the Board so desires, a Person selected by the Board, Administrative Member shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; however, if the Company is dissolved because of an event occurring with respect to the Administrative Member, the liquidator shall have full authority be one or more Persons selected in writing by the other Members. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided herein. The costs of liquidation shall be a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardAdministrative Member hereunder. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a firm of certified public accountants acceptable to Dividend Member of the Company’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 appropriate.applicable; (b) The the liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of shall be distributed to the Members, (i) the liquidator may distribute sell any or all Company property and the sum of (A) any resulting gain or loss from each sale plus (B) the fair market value of such properties property that has not been sold shall be determined and notwithstanding the provisions of Article 9, Profit or Loss so realized or inherent in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss such property (or other items of income, gain loss or deduction allocable under Section 4.2that has not been reflected in the Capital Accounts previously) realized on such sales shall be allocated among the Members to the extent possible to cause the Capital Account balance of each Member to equal the amount distributable to such Member under Section 10.2(c)(ii); and (ii) Company properly shall be distributed to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein. The liquidator In the General Partner's capacity as liquidator, it shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any MemberPartner, shall cause a proper accounting to be made by the Company’s Partnership's independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for payment on such term terms as the liquidator may reasonably determine). After making payment or provision for payment of all debts and liabilities of the CompanyPartnership, the liquidator Partners' capital accounts shall sell then be adjusted by payment of (i) assuming the sale of all properties and remaining assets of the Company Partnership for cash at their respective fair market values (as promptly determined by the liquidator using such reasonable method of evaluation as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest it may adopt) as of the Membersdate of termination of the Partnership, (ii) assuming the liquidator may distribute distribution of such properties cash at such time in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable the percentages required under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement3.5(a), and the Capital Accounts (iii) debiting or crediting each Partner's capital account with its respective share of the Members shall hypothetical gains or loses resulting from such assumed sales in the same manner as each such capital account would be adjusted accordingly. In the event debited or credited with gains or losses on actual sales of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of the proceeds date of such sales or such properties to termination of the Members Partnership at its fair market value in the manner provided above) distribute such cash or property among the Partners in Section 4.4(a). If accordance with the foregoing distributions to the Members do not equal the Member’s positive balances of their respective positive Capital Account balances capital accounts in accordance with Article IV, as determined after giving effect taking into account all capital account adjustments for the taxable year of the Partnership during which the liquidation of the Partnership occurs. Such a distribution shall be in cash or in kind as determined by the liquidator. Any distribution to the foregoing adjustments and to all adjustments attributable to allocations Partners in liquidation of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized the Partnership shall be made by the Company during later of either the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for term "liquidation" shall have the same meaning as set forth in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to Treasury Regulation Section 1.704-1(b)(2)(ii) as in effect at such Membertime. Each Member Partner shall have the right to designate another Person person to receive any property which otherwise would be distributed in kind to that Member Partner pursuant to this Section 8.37.2. (c) The liquidator may distribute to the Partners, in lieu of cash, as tenants in common, undivided interests in such Partnership assets as the liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the liquidator, such distributions in kind are in the best interest of the Limited Partners, and shall be subject to such conditions relating to the disposition and management of such properties as the liquidator deems reasonable and equitable and to any agreement governing the operation of such properties at such time. The liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (de) Notwithstanding any provision in this Agreement to the contrary, no Member Partner shall be obligated to restore a deficit balance in its Capital Account capital account at any time. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 8.3 7.2 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interest in the Partnership and all Company Partnership property.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act collectively serve as liquidator. The liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution [mal distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers and the Officers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final [mal liquidation, the liquidator, if requested by any Member, liquidator shall cause a professional accountant to make a proper accounting to be made by the Company’s independent accountants of the Company’s 's 16 assets, liabilities liabilities, and operations through the last day of the calendar month in In which the dissolution occurs or the final liquidation is completed, as appropriateapplicable. (b) The liquidator shall pay all cause the notice described in Section 806 of the debts Act to be mailed to each known' creditor of and liabilities claimant against the Company and the notice described in Section 807 of the Company Act to be published in the manner described therein. (including all expenses incurred c) The assets shall be distributed in liquidationaccordance with Section 808 of the Act, except as set forth in (d) or otherwise make adequate provision therefor below. (including d) The distribution of assets to the establishment of a cash escrow fund for contingent liabilities in such amount and for such term Members shall be as the follows: (i) The liquidator may reasonably determine). After making payment sell any or provision for all debts Company property, including to Members, and liabilities of any resulting gain or loss from each sale shall be computed and allocated to 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; provided, however, that upon the consent of a Majority Interest Capital Accounts of the Members; (ii) With respect to all Company property that has not been sold, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items fair market value of income, gain loss or deduction allocable under Section 4.2) realized on such sales that property shall be allocated to the Members as provided in this Agreement, determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not previously been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by be allocated among the Members if such properties had been sold at then there were a. taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) Company property shall then distribute the proceeds of such sales or such properties to be distributed among the Members in accordance with the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances of the Members, as determined after giving effect to taking into account all Capital ACCOWlt adjustments for the foregoing adjustments and to all adjustments attributable to allocations taxable year of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such MemberCompany during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed All distributions in kind to that Member the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any timeSection. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute constitutes a complete return to the Members Member of their Capital Contributions his or her capital contributions and a complete distribution to the Members Member of their Company his or her Membership Interest and all Company propertythe Company's property and constitutes a compromise to which all Members have consented within the meaning of Section 808(1)(c) of the Act.

Liquidation and Termination. Upon dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, Managing General Partner shall act as liquidator or shall may appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows:more (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidationliquidation and any advances made by the General Partners pursuant to Section 3.6) or otherwise make adequate provision 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 CompanyPartnership, the liquidator Partners' Capital Accounts shall sell then be adjusted by (i) assuming the sale of all properties and remaining assets of the Company Partnership for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as of the date of termination of the Partnership, and (ii) debiting or crediting each Partner's Capital Account with its respective share of the hypothetical gains or losses (including Simulated Gains and Simulated Losses) resulting from such assumed sales in the same manner as each such Capital Account would be debited or credited under Section 8.1(b) on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of termination of the Partnership at its fair market value by the appraiser selected in the manner provided above) distribute to the Partners such amounts as are required to pay the positive balances of their respective Capital Accounts. If the dissolution of the Partnership is consistent an event of withdrawal of one of the General Partners, a Majority in Interest of the other General Partners may determine whether distributions in liquidation of the Partnership will be made in kind or in cash. In the event of a dissolution of the Partnership by judicial decree, distributions in liquidation of the Partnership will be made in cash unless all General Partners agree to the distribution of properties. Otherwise, such distributions shall be in kind or in cash as determined by the Management Committee. No Partner with obtaining a negative balance in its Capital Account shall be liable to the best price thereforPartnership or any other Partner for the amount of such negative balance upon dissolution and liquidation, except to the extent of any unpaid Capital Contributions that are required to be contributed by such Partner under Article III. Any distribution to the Partners in liquidation of the Partnership 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 Regulation Section 1.704-1(b)(2)(ii) as in effect at such time. Each (c) Any Leases distributed to the Partners shall be subject to the operating agreements then in effect with respect to such Leases; provided, however, that upon if any of such Leases are not subject to an operating agreement to which an unaffiliated third person is a party, such Leases shall be subject to a standard form operating agreement (including an accounting procedure) as shall be determined by the consent of a Majority Interest of the MembersManagement Committee. Upon written request made by any Partner, the liquidator may shall sell the Partnership Leases and other properties and assets that otherwise would be distributable to such Partner under this Section 11.2 at the best cash price available therefor and distribute such properties in kindcash (after deducting all expenses reasonably relating to such sale, which shall include a reasonable charge for the liquidator's services associated therewith) to such Partner. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (Any gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales attributable to the sale shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3Partner. (cd) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 8.3 11.2 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interests in the Partnership and all Company Partnership property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, liquidator shall be a Person selected by the Board, Board of Managers. The liquidator shall act as liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company at the direction of the Board of Managers and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall continue to operate the be borne as a Company properties with all of the power and authority of the Boardexpense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants 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 appropriateapplicable. (b) The liquidator shall pay pay, satisfy or discharge from Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of . (c) To the Company, the liquidator shall sell all properties and assets of extent that the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the has any assets remaining: (i) The liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain sell any or all Company property and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in this AgreementSection 5.2; and (ii) With respect to all Company property that is not sold, the Fair Market Value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of previously would be allocated among the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) 5.2 if there were a taxable Disposition of that would have been recognized by property for the Members if such properties had been sold at then fair market values. The liquidator shall then distribute Fair Market Value of that property on the proceeds date of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement All remaining assets shall be distributed to the contraryMembers in accordance with Section 5.1. If such distributions do not correspond to the positive Capital Account balances of the Members immediately prior to such distributions, no Member then income, gain, loss and deduction for the fiscal year in which the liquidation occurs (and if necessary and allowable and determined to be appropriate by the Board of Managers in prior fiscal years) shall be obligated reallocated among the Members to restore a deficit balance in its cause, to the extent possible, the Members’ positive Capital Account balances immediately prior to such distribution to correspond to the amounts to be distributed under this Section 10.2(d). (e) All distributions in kind to the Members shall be valued for purposes of determining each Member’s interest therein at any timeits Fair Market Value at the time of such distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2. (f) Any distribution to the Members in liquidation of the Company shall be made by the later of the end of the taxable year in which the liquidation occurs or ninety (90) days after the date of such liquidation. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their Company its Membership Interest and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act.

Liquidation and Termination. Upon On dissolution of the Company, Partnership the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a) (4)-(12) of the Delaware Act with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor for them (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties 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 kindwhich 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 Net Profitdistributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities previously incurred or other items for which the Partnership has committed prior to the date of incometermination and those costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable distributee under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time7.2. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 7.2 constitutes a complete return to the Members Partner of their Capital Contributions its capital contributions and a complete distribution to the Members Partner of their Company Interest its partnership interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware 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. Upon As expeditiously as possible after --------------------------- the dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall The liquidating trustee will cause a proper accounting to be made by the Company’s independent 's accountants to make a complete accounting of the Company’s assets, liabilities and operations through of the Company as of the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriateoccurs. (b) The liquidator shall liquidating trustee will pay all of the debts and liabilities of the Company (including all expenses incurred in liquidationloans from Members but excluding Member Capital Contributions and Member Capital Accounts) or otherwise make adequate provision therefor (including and establish a Reserve, if the establishment of trustee deems 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent Reserve necessary, to produce a Capital Account balance for each Member which corresponds to the amount payment of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3future or contingent Company obligations. (c) Except as expressly provided herein, The Company will allocate its estimated net taxable loss for the liquidator shall comply with year and any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of loss realized by the Company on liquidation, including any book adjustment loss under paragraph (e) of this Section, in accordance with Article 8 and its estimated net taxable gain for the final distribution year and any gain realized upon liquidation, including any book adjustment gain under paragraph (e) of its assetsthis Section, in accordance with Article 8. (d) Notwithstanding any provision The liquidating trustee will distribute the balance of the proceeds of the liquidation after allocating gain or loss under paragraph (b) of this Section among the Members who or which have positive balances in this Agreement their Capital Accounts in proportion to and to the contrary, no Member shall be obligated to restore a deficit balance in its extent of their positive Capital Account balances. Distributions of Company assets may be made in Cash or in kind, in the sole and absolute discretion of the liquidating trustee, but, if in kind, they will be deemed distributed at their fair market values on the date of distribution (for federal income tax purposes). (e) If any time. The distribution of cash and/or Company property is distributed to the Members in accordance kind, for purposes of reflecting the allocation of gain or loss from liquidation in the Members' Capital Accounts, the Company will make a book adjustment with the provisions of this Section 8.3 shall constitute a complete return respect to the Members property distributed in kind as provided in the Regulations under Code Section 704(b). (f) All salable assets of their Capital Contributions the Company may be sold in connection with any liquidation at public or private sale, at such price and a complete distribution upon such terms as the liquidating trustee, in his, her or its sole discretion, may deem advisable. Any Member, Manager, or Authorized Person and any person related to the Members of their Company Interest and all Company propertyany Member, Manager, or Authorized Person may purchase assets at such sale.

Liquidation and Termination. Upon dissolution of the CompanyPartnership (unless it is reconstituted in accordance with Section 9.03), no further business shall be conducted except for the Board or, if taking of such action as shall be necessary for the Board so desires, a Person selected by winding up of the Board, affairs of the Partnership and the distribution of its assets to the Partners. The Managing Partner shall act as liquidator or shall may appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein; provided, however, that, if the Managing Partner is not able to serve as liquidator and does not appoint a liquidator within a reasonable time after dissolution, the liquidator shall be a person selected in writing by a Majority in Interest of the Investor Partners. The liquidator shall proceed diligently to wind up the affairs of the Partnership and make final distribution as provided herein. The Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardManaging Partner. The steps liquidator is hereby authorized to be accomplished by take the liquidator are as followsfollowing action without the further consent or joinder of any Partner: (a) a. As promptly as possible after dissolution and again after final liquidationcompletion of the liquidation and termination of the Partnership, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s Partnership's assets, liabilities liabilities, and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriatetermination occurs. (b) b. The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including but not limited to the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). To the extent cash required for this purpose is not otherwise available, the liquidator may sell assets of the Partnership for cash. c. After making payment or provision for all debts and liabilities of the CompanyPartnership, the liquidator shall sell all properties and assets of the Company Partnership for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profitgain, Net Loss, Simulated Gain loss and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) amount realized on such sales shall be allocated to the Members Partners as provided in this Agreement, and the Capital Accounts capital accounts of the Members Partners shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members Partners to satisfy any positive balances in their capital accounts, as so adjusted. d. Notwithstanding subsection c, in the event of a dissolution and liquidation of the Partnership pursuant to an exchange or tender offer, the liquidator may, after making provision for all debts and liabilities of the Partnership, first adjust the capital account of each Partner by (i) assuming the sale of all remaining assets of the Partnership for cash at their respective fair market values (as determined by the liquidator in a manner provided consistent with the terms of such exchange or tender offer) as of the date of the dissolution of the Partnership and (ii) debiting or crediting each such capital account with such Partner's respective share of the hypothetical gains or losses resulting from such assumed sales in Section 4.4(a)the same manner as such capital account would be debited or credited on the actual sales of such assets. If such exchange or tender offer is conducted pursuant to a disposition of all or substantially all of the foregoing assets of the Partnership or is otherwise binding on the Partners, the liquidator shall distribute all securities or other assets received from the disposition of the Partnership assets to the Partners proportionately based on the Partners' positive capital account balances, as so adjusted. In the event of an exchange or tender offer that is not binding upon all Partners, the liquidator shall then exchange for securities offered in the exchange or tender offer oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the sum of the positive balances in the capital accounts, as so adjusted, of the Partners who elect to accept the exchange or tender offer. The liquidator shall then distribute such securities to such accepting Partners on a basis reflecting the Partners' respective positive balances, as so adjusted. The Managing Partner shall have, with respect to its Interests, the right to elect to receive a distribution in kind of Partnership oil and gas properties having a fair market value (as determined by the liquidator as provided above) equal to the positive balance in its capital account, adjusted as provided above. The liquidator shall then sell the remaining property and distribute to the Investor Partners who elect not to accept the exchange or tender offer all remaining cash in amounts proportionate to any positive balances in such Partners' capital accounts, as so adjusted. All gain, loss and amount realized on the sale of Partnership oil and gas properties by the liquidator to provide cash for distribution to such Investor Partners shall be allocated to such Investor Partners in the same proportions as the proceeds of such sale are distributed. e. Any distributions to the Members do not equal Partners in liquidation of the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Partnership shall be made by the Company during later of (i) the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation (as such term is defined in Treasury Regulations Section 1.704-1(b)(2)(ii)(g)) occurs, or (ii) 90 days after the date of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for liquidation. No Partner with a deficit balance in this Agreement his or its capital account after such distribution shall be adjusted, liable to the least extent necessary, to produce a Capital Account balance Partnership or any other Partner for each Member which corresponds to the amount of such deficit balance. f. Notwithstanding the distribution foregoing, if upon dissolution of the Partnership any Partner shall be indebted to the Partnership as a result of the failure to make a Capital Contribution required under this Agreement or otherwise, the liquidator shall retain such Partner's share of cash or property that would otherwise be distributed and apply such cash or property and the income therefrom to the liquidation of such indebtedness and the cost of the operation of such assets during the period of such liquidation; provided, if the amount of such indebtedness has not been liquidated pursuant to the above procedure or otherwise paid by such Partner within six months of the dissolution of the Partnership, the liquidator may sell all or any portion of such property at a public or private sale for what is in the sole judgment of the liquidator the best price obtainable. The proceeds of such sale shall be applied to the liquidation of the indebtedness then owing by such Partner, and the balance of such proceeds, if any, shall be distributed to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3Partner. (c) Except as expressly provided herein, the g. The liquidator shall comply with any applicable requirements of the Delaware Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or or property to the Members Partners in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interests in the Partnership and all Company Partnership property, and no Partner shall have any recourse against the Managing Partner or any other Partner if the cash so distributed shall be insufficient to return in full his Capital Contributions.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain gain, loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain gain, loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a) (subject to the last sentence of Section 4.4(b)). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, --------------------------- Manager shall act as liquidator or liquidator. If there be no Manager the Person(s) holding the largest Sharing Ratio shall appoint one or more liquidators who serve as liquidator(s). The liquidator(s) shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator(s) shall continue to operate the Company properties with all of the power and authority of the BoardManger. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s '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 appropriate.applicable; (b) The the liquidator shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.04) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 in accordance with the applicable Section(s) of the Company, the liquidator shall sell Act; and (c) all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) Company property shall then distribute the proceeds of such sales or such properties to be distributed among the Members in accordance with the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances of the Members, as determined after giving effect to taking into account all Capital Account adjustments for the foregoing adjustments and to all adjustments attributable to allocations taxable year of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii); and those distributions shall be made by the end of the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such MemberCompany during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed All distributions in kind to that Member the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time7.02. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 7.02 constitutes a complete return to the Members Member of their the Member's Capital Contributions and a complete distribution to the Members Member of their Company the Member's Membership Interest and in all Company the Company's property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon (a) On dissolution of the Company, the Board Member Committee (or, if any Member is an Affected Member, the Board so desires, a Person selected by the Board, other Members) shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardMembers and the Member Committee. The steps to be accomplished by the liquidator are as follows: (ai) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (bii) The the liquidator shall pay from Company funds all of the debts and liabilities of the Company (including all expenses incurred in liquidationliquidation and any advances described in SECTION 4.04) or otherwise make adequate provision therefor for them (including 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 ; (iii) Subject to the provisions of SECTION 11.02(b) and liabilities (c) of the Companythis Agreement, if applicable, the liquidator shall sell all properties and Company property to any Person including Members or their Affiliates; and (iv) all remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties distributed to the Members in the manner provided in Section 4.4(a). If the foregoing distributions accordance with, and to the Members do not equal extent of, the Member’s positive balances in their respective positive Capital Account balances Accounts, as determined after giving effect taking into account all Capital Account adjustments, including adjustments reflecting any revaluation of Company property pursuant to SECTION 4.06(a) and any other adjustments (other than those reflecting the foregoing adjustments and to all adjustments attributable to allocations distributions made by reason of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by this SECTION 11.02(a)) for the taxable year of the Company during which the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs liquidation of the Company and occurs. If after the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to all remaining assets of the contrary, no Company a Member shall be obligated to restore has a deficit balance in its Capital Account, as determined after taking into account all Capital Account at any time. The distribution adjustments (other than those reflecting the distributions made by reason of cash and/or property the SECTION 11.02(a)), such Member shall have the unconditional obligation to restore the amount of such deficit to the Company by the end of (i) the taxable year in which the Company is liquidated or (ii) ninety (90) days after the date on which the Company is liquidated, whichever date is later. Any amounts received by the Company from a Member in restoration of its deficit Capital Account shall, upon liquidation of the Company, be paid to creditors of the Company or distributed to the other Members of the Company in accordance with their positive Capital Account balances. (v) The distributions to a Member in accordance with the provisions of this Section 8.3 shall constitute SECTION 11.02 constitutes a complete return to the Members Member of their Capital Contributions its capital and a complete distribution to the Members Member of their Company its Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (b) Upon termination of the Company propertypursuant to the terms of this Agreement, the Parties will agree upon the continuation or termination of existing contractual obligations. (c) The provisions of this SECTION 11.02 shall apply to voluntary termination in accordance with SECTION 11.04, except to the extent expressly modified in SECTION 11.04.

Liquidation and Termination. Upon On dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall General Partner may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the BoardPartners. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall will pay from Partnership funds all of the debts and liabilities of the Company Partnership (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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 ; and (c) the Partnership will dispose of all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Partnership property, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall from each sale will be computed and allocated to the Members as provided in this AgreementPartners pursuant to Section 5.3; (ii) with respect to all Partnership property that has not been sold, the Fair Market Value of that property will be determined and the Capital Accounts of the Members shall Partners will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in that property that has not been reflected in the Capital Accounts previously would be allocated among the Partners if there were a taxable Transfer of that property for the Members by Fair Market Value of that property on the amount date of any Net Profitdistribution; (iii) thereafter, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Partnership property will be distributed among the Partners in accordance with Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a5.1(a). If the foregoing All distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member made pursuant to this Section 8.3. 10.2(c)(iii) will be made by the end of such taxable year (cor, if later, within ninety (90) Except as expressly provided herein, days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement kind to the contrary, no Member shall Partners will be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property made subject to the Members in accordance with liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the provisions Partnership has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property10.2.

Liquidation and Termination. Upon dissolution of the Company, Company the Board or, if the Board so desires, a Person selected by the Board, Manager shall act as liquidator or shall may appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein; provided, however, that if one of the events specified in Sections 10.1(c) has occurred, the liquidator shall be a person selected in writing by the Class B Member. The liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManager. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s 's independent accountants of the Company’s 's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision 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 Members' capital accounts shall sell then be adjusted by (i) assuming the sale of all properties and remaining assets of the Company for cash at their respective fair market values (as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of determined by an appraiser selected by a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall within 30 days after receipt by the Members of notice that the liquidator has paid or made provision for all debts and liabilities of the Company) as of the date of termination of the Company, (ii) assuming the distribution of such cash at such time in the percentages required under Sections 4.2 and 4.4, and (iii) debiting or crediting each Member's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as each such capital account would be adjusted accordinglydebited or credited for gains or losses on actual sales of such assets. In the event of that a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts Majority of the Members by fails to notify the amount Manager of any Net Profittheir selection of an appraiser pursuant to the preceding sentence within the time period specified therein, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if Manager shall be entitled to select such properties had been sold at then fair market valuesappraiser. The liquidator shall then distribute by payment of cash or other property (valued as of the proceeds date of such sales or such properties to termination of the Members Company at its fair market value by the appraiser selected in the manner provided in Section 4.4(a). If the foregoing distributions above) distribute to the Members do such amounts as are required to pay the positive balances of their remaining respective capital accounts. To the extent possible and provided that the ownership of such property would not equal the Member’s respective positive Capital Account balances as determined after giving effect be in violation of any rule or regulation then applicable to the foregoing adjustments and Members, such a distribution shall be in kind unless otherwise agreed to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such MemberMembers. Each Member shall have the right to designate another Person person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.310.3 and Section 10.2 if that Section is applicable. (c) Any Leases distributed to the Members shall be subject to the operating agreements then in effect with respect to such Leases; provided, however, that if any of such Leases is subject to an operating agreement to which an unaffiliated third person is not a party, such Leases shall be subject to a standard form operating agreement as shall be agreed upon by the Members. Upon written request made by any Member, the liquidator shall sell the Company Leases and other properties and assets that otherwise would be distributable to such Member under this Section 10.3 at the best cash price available therefor and distribute such cash (after deducting all expenses reasonably relating to such sale) to such Member. Such sale shall be on behalf of such Member and shall be treated as the sale by such Member of its interest in such properties, and any gain or loss attributable to such sale and any proceeds therefrom shall be for the account of such Member. (d) Any distributions to the Members in liquidation of the Company, or of a Member's interest in 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 Regulation § 1.704-1(b)(2)(ii)(g) as in effect at such time. Notwithstanding any other provision of this Agreement, in the event the Company is liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations but no dissolution event has occurred, the Company's Assets shall not be liquidated, the Company's liabilities shall not be paid or discharged, and the Company's affairs shall not be wound up. Instead, the Company shall be deemed to have contributed the Company's Assets in kind to a new limited liability company in exchange for equity interests therein, which shall be deemed to have assumed and taken such assets subject to all Company liabilities. Immediately thereafter, the Company shall be deemed to have distributed the new limited liability company interest to the Members in accordance with their Units. (e) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 10.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company Interest and all Company property. If a Member has a negative balance in its capital account, it shall not be liable to the Company or any other Member for the amount of such negative balance upon dissolution and liquidation.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who Managers shall have full authority serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in Delaware Corporation General Law. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a professional accountant to make a proper accounting to be made by the Company’s independent accountants of the Company’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 appropriateapplicable. (b) The liquidator shall pay all cause the notice required by Delaware Corporation General Law to be mailed to each known creditor of the debts and liabilities of claimant against the Company and the notice and to be published in the manner described therein. (including all expenses incurred c) The assets shall be distributed in liquidationaccordance with Delaware Corporation General Law, except as set forth in (d) or otherwise make adequate provision therefor below. (including d) The distribution of assets to the establishment of a cash escrow fund for contingent liabilities in such amount and for such term Members shall be as the follows: (i) The liquidator may reasonably determine). After making payment sell any or provision for all debts Company property, including to Members, and liabilities of any resulting gain or loss from each sale shall be computed and allocated to 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; provided, however, that upon the consent of a Majority Interest capital accounts of the Members; (ii) With respect to all Company property that has not been sold, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items fair market value of income, gain loss or deduction allocable under Section 4.2) realized on such sales that property shall be allocated to the Members as provided in this Agreement, determined and the Capital Accounts capital accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kind, which the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of unrealized income, gain loss or gain, loss, and deduction allocable under Section 4.2) inherent in property that has not previously been reflected in the capital accounts would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market valuesvalue of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation). The liquidator shall then distribute the proceeds of such sales or such properties All distributions in kind to the Members in the manner provided in Section 4.4(a). If the foregoing distributions shall be made subject to the Members do not equal liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Member’s respective positive Capital Account balances as determined after giving effect Company has committed prior to the foregoing adjustments date of termination and to all adjustments attributable to allocations of Net Profitthose costs, Net Loss, Simulated Gain expenses and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement liabilities shall be adjusted, allocated to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any timeSection. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute constitutes a complete return to the Members Member of their Capital Contributions its capital contributions and a complete distribution to the Members Member of their Company its Membership Interest and all Company propertythe Company?s property and constitutes a compromise to which all Members have consented within the Delaware Corporation General Law.

Liquidation and Termination. Upon On dissolution of the Company, a majority of the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall of Managers may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Company properties with all of the power and authority of the BoardMembers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b) The the liquidator shall will pay from Company funds all of the debts and liabilities of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate reasonable provision therefor (including 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 ; and (c) the Company for cash will dispose of all remaining assets as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Company property, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall from each sale will be computed and allocated to the Members as provided in this Agreementpursuant to Section 5.01(b); (ii) with respect to all Company property that has not been sold, the fair market value of that property will be determined and the Capital Accounts of the Members shall will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable Transfer of that property for the fair market values. The liquidator shall then distribute value of that property on the proceeds date of such sales or such properties to distribution; and (iii) thereafter, Company property will be distributed among the Members in the manner provided in accordance with Section 4.4(a5.01(b). If the foregoing All distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member made pursuant to this Section 8.3. 11.02(c)(iii) will be made by the end of such taxable year (cor, if later, within ninety (90) Except as expressly provided herein, days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property kind to the Members in accordance with will be made subject to the provisions liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property11.02.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Supermajority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a4.3(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act as liquidator or shall may appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (b) The the liquidator shall pay cause any notice required by applicable law to be mailed to each known creditor of and claimant against the Company; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.4) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 ; and (d) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kind, which the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of unrealized income, gain loss or gain, loss, and deduction allocable under Section 4.2) inherent in property that has not been reflected in the capital accounts previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market valuesvalue of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the 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 Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). The liquidator shall then distribute the proceeds of such sales or such properties All distributions in kind to the Members in the manner provided in Section 4.4(a). If the foregoing distributions shall be made subject to the Members do not equal liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Member’s respective positive Capital Account balances as determined after giving effect Company has committed prior to the foregoing adjustments date of termination and to all adjustments attributable to allocations of Net Profitthose costs, Net Lossexpenses, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement liabilities shall be adjusted, allocated to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time11.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 11.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their Company Interest and all Company propertyits Membership Interest. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Company properties with all of the power and authority of the BoardMembers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as appropriate.applicable; (b) The the liquidator shall will pay from Company funds all of the debts and liabilities of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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 ; and (c) the Company for cash will dispose of all remaining assets as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Company property; and (ii) thereafter, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall Company property will be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to distributed among the Members in the manner provided in accordance with Section 4.4(a)5.01. If the foregoing All distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member made pursuant to this Section 8.3. 11.02(c)(ii) will be made by the end of such taxable year (cor, if later, within ninety (90) Except as expressly provided herein, days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property kind to the Members in accordance with will be made subject to the provisions liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property11.02.

Liquidation and Termination. Upon dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person one or more persons selected by the Board, General Partner shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein. The liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any MemberPartner, shall cause a proper accounting to be made by the CompanyPartnership’s independent accountants of the CompanyPartnership’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall sell all properties and assets of the Partnership for cash as promptly as is consistent with obtaining the best price herefore; provided, however, that upon the consent of a Supermajority Interest of the Partners, the liquidator may retain properties for distribution in kind. All Net Profit or Net Loss realized on such sales shall be allocated to the Partners as provided in this Agreement, and the Capital Accounts of the Partners shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Partners by the amount of any Net Profit or Net Loss that would have been recognized by the Partners if such properties had been sold at their fair market values. The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision therefor _herefore (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 CompanyPartnership, the liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members Partners in the manner provided in Section 4.4(a)4.3. If the foregoing distributions to the Members Partners do not equal the Member’s Partners’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Profits or Net Loss, Simulated Gain and Simulated Loss Losses realized by the Company Partnership during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Profits and Net Loss, Simulated Gain and Simulated Loss Losses (or any items thereof) provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member Partner which corresponds to the amount of the distribution to such MemberPartner. Each Member Partner shall have the right to designate another Person person to receive any property which that otherwise would be distributed in kind to that Member Partner pursuant to this Section 8.38.2. Any Partnership properties distributed in kind will be distributed in a manner that complies with any agreements by which such properties are bound or subject to. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member Partner shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interest in the Partnership and all Company Partnership property.

Liquidation and Termination. (a) Upon the dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Special Member shall act as liquidator or shall may appoint one or more liquidators who representatives or Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManaging Member. The steps to be accomplished by the liquidator are as follows: (a1) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b2) The the liquidator shall pay first pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) to its creditors or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for , all debts and liabilities in accordance with the provisions of the CompanyAct as may be applicable; (3) after all of the payments required by paragraph (2) have been made, the liquidator shall sell all properties and any remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided follows: (i) the liquidator shall use reasonable efforts to sell, or, in this Agreementthe case of securities, distribute, any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts Account of the Members shall be adjusted accordinglyconsistent with Section B.2. In of Annex B to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) after completion of the steps in subparagraphs (i) and (ii), the remaining assets shall then distribute the proceeds of such sales or such properties be distributed to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective accordance with their positive Capital Account balances as determined after giving effect and then in accordance with respective Membership Interests consistent with the distribution provisions of Section 4.5. (b) All distributions in kind to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement Members shall be adjusted, made subject to the least extent necessaryliability of each distributee for costs, to produce a Capital Account balance for each Member which corresponds expenses, and liabilities relating to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be assets distributed in kind theretofore incurred or for which the Company has committed prior to that Member the date of termination and those costs, expenses, and liabilities shall be allocated to the distributees pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any timesection. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute section constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their Company its Membership Interest and all the Company’s property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (c) Notwithstanding anything to the contrary contained herein, the license provided by Sections 5.1(f) and 5.1(g) will terminate upon the dissolution of the Company propertyand the Managing Member shall retain ownership of all intellectual property rights in and to (i) the Trademark and (ii) the Databases. In addition, the parties acknowledge that the Managing Member shall be entitled to report the investment results of the Company as part of its so-called “track record” for all purposes under applicable law.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the Company’s affairs of the Company and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall will continue to operate the Company properties with all of the power and authority of the BoardMembers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b) The the liquidator shall will pay from Company funds all of the Company’s debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, the liquidator shall sell all properties and assets of ; and (c) the Company for cash will dispose of all remaining assets as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any Company property, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall from each sale will be computed and allocated to the Members as provided in this Agreementpursuant to Section 5.3; (ii) without duplication of the adjustments required pursuant to the definition of Gross Asset Value, with respect to all Company property that has not been sold, the Fair Market Value of that property will be determined and the Capital Accounts of the Members shall will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in such property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds there were a Taxable sale of such sales or property for the Fair Market Value of such properties to property on the date of distribution; and (iii) thereafter, Company property will be distributed among the Members in the manner provided in accordance with Section 4.4(a5.1(a). If the foregoing All distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member made pursuant to this Section 8.3. 9.2(c)(iii) will be made by the end of such Tax Year (c) Except as expressly provided hereinor, if later, within 90 days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property kind to the Members will be valued at Fair Market Value, as determined by the liquidator, and made subject to the liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 9.2. The liquidator will be permitted to distribute property in kind either in undivided shares or in divided shares, so long as distributions are made in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property5.1(a).

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, liquidator shall be a Person person selected by the Board, Board of Directors. The liquidator shall act as liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall continue to operate the be borne as a Company properties with all of the power and authority of the Boardexpense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s '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 appropriateapplicable. (b) The liquidator shall pay pay, satisfy or discharge from Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of . (c) To the Company, the liquidator shall sell all properties and assets of extent that the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the has any assets remaining: (i) The liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain sell any or all Company property and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in this AgreementSection 6.5; and (ii) With respect to all Company property that is not sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event manner in which the unrealized income, gain, loss or expense inherent in that property that has not been reflected in the Capital Accounts previously would be allocated among the Members as provided in Section 6.5 as if there were a taxable Disposition of a distribution that property for the fair market value of properties that property on the date of distribution. (d) All remaining assets shall be distributed to the Members in kindaccordance with Section 6.1(c); provided, the liquidator shall first adjust however, that if the Capital Accounts of the Members by who hold Class I-1 or I-2 Units do not correspond to the distributions to be made to the holders of the Class I-1 or I-2 Units pursuant to Section 6.1(c) after making the allocations set forth in Section 9.2(e) below (including unrealized gains and losses as provided in the definition of Gross Asset Value), then such distributions as between the holders of Class I-1 and I-2 Units shall be made solely in proportion to their positive Capital Account balances but shall not otherwise change the amount to be distributed to any other Member or in respect of any Net ProfitUnits held by a Member in addition to his Class I-1 or I-2 Units. (e) If such distributions do not correspond to the Capital Accounts of the Members immediately prior to such distributions, Net Loss, Simulated Gain then Profits and Simulated Loss (or other Losses including individual items of income, gain gain, loss or and deduction allocable for the fiscal year in which the liquidation occurs shall be reallocated among the Members to cause, to the extent possible, the Members' Capital Accounts immediately prior to such distribution to correspond to the amounts that would otherwise be distributed under Section 4.26.1(c). (f) that would have been recognized by All distributions in kind to the Members if such properties had been sold shall be valued for purposes of determining each Member's interest therein at then its fair market values. The liquidator shall then distribute value at the proceeds time of such sales distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or such properties for which the Company has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 9.2. (g) Any distribution to the Members in liquidation of the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Company shall be made by the Company during later of the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member term "liquidation" shall have the right to designate another Person to receive any property which otherwise would be distributed same meaning as set forth in kind to that Member pursuant to this Treasury Regulation Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time1.704-1(b)(2)(ii). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 9.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their Company its Membership Interest and all the Company's property and constitutes a compromise to which all Members have consented within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (h) If a sale of the Company propertyis 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 shall be determined in a manner consistent with the amounts that would have been distributed to the Members if the Company had been liquidated in accordance with this Section 9.2 and if the total liquidating distributions with respect to all Membership Interests had equaled the aggregate purchase price being paid for all the Membership Interests.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing ; provided that no holder of Incentive Units shall be entitled to receive liquidating distributions pursuant to this Section 8.3 to the Members do not equal extent such distribution would result in such holder receiving aggregate distributions with respect to Incentive Units in excess of the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of aggregate Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions or other items of money and property effected prior income or gain allocated to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement holder with respect to such Incentive Units (any such excess shall be adjusted, distributed to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Memberother Members in accordance with Section 4.4(a)). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, Partnership the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator; provided, however, that if the Partnership dissolves on account of an event of the type described in Section 17-402(a)(4)-(12) of the Delaware Act with respect to the General Partner, the liquidator shall have full authority be one or more Persons selected in writing by a Required Interest. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall pay from Partnership funds all of the debts and liabilities of the Company (including all expenses incurred in liquidation) Partnership or otherwise make adequate provision therefor for them (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties 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 kindwhich 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 Net Profitdistributions in kind to the Partners shall be made subject to the liability of each distributee for its allocable share of costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities previously incurred or other items for which the Partnership has committed prior to the date of incometermination and those costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable distributee under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time7.2. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 shall constitute 7.2 constitutes a complete return to the Members Partner of their Capital Contributions its capital contributions and a complete distribution to the Members Partner of their Company its Partnership Interest and all Company propertythe Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b)(1) of the Delaware 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. Upon dissolution the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board orDLLCA, if all Unvested Units shall immediately vest in full and become Vested Units, and the Board so desires, Manager or a Person or Persons selected by the Board, Manager shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidator shall may sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on from such sales shall be allocated to the Members as provided in this AgreementSection 4.2, and the Capital Accounts of the Members shall be adjusted accordingly. In ; (ii) upon the event consent of a distribution of the Manager, the liquidator may distribute Company properties in kind, in which case the liquidator fair market value of that property shall first adjust be determined and the Capital Accounts of the Members by shall be adjusted to reflect the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of manner in which the unrealized income, gain gain, loss or and deduction allocable under Section 4.2) inherent in property that has not been reflected in the Capital Accounts previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable distribution of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) Company property shall then distribute the proceeds of such sales or such properties to be distributed among the Members in accordance with Article 3 and Section 4.1(b), and those distributions shall be made by the manner provided in Section 4.4(a). If end of the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations taxable year of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during which the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount liquidation of the distribution to such Member. Each Member shall have Company occurs (or, if later, 90 days after the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3date of the liquidation). (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act DLLCA and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon the completion of the distribution of Company cash and property as provided in this Section 8.2 in connection with the liquidation of the Company, the Certificate and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be cancelled and such other activities as may be necessary to terminate the Company shall be taken by the liquidator. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Members shall act as liquidator or shall may appoint one or more Persons as liquidator. The liquidators who shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the BoardCompany’s Properties. The steps to be accomplished by the liquidator liquidators are as follows: (aA) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator(s) shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as appropriateapplicable. (bB) The liquidator liquidator(s) shall pay cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder. (C) The liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 . (D) The balance, if any, of the Company’s remaining assets shall be distributed to the Members in accordance with Section 5.2. In accordance with the provisions of Sections 5.4 and 5.5, the liquidator shall sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain gain, deduction and loss or deduction allocable under Section 4.2) realized on such sales for the final Taxable Year of the Company shall be allocated to the Members as provided in this Agreement, and the Members’ Capital Accounts of in such a manner that the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective Members’ positive Capital Account balances as determined after giving effect shall be, immediately prior to the foregoing adjustments and distribution pursuant to all adjustments attributable to allocations of Net ProfitSection 10.2(D), Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Memberproportion. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member Distributions pursuant to this Section 8.3. (c10.2(D) Except as expressly provided herein, shall be made by the liquidator shall comply with any applicable requirements end of the Act and all other applicable laws pertaining to the winding up of the affairs Taxable Year of the Company during which the liquidation occurs (or, if later, 90 days after the date of the liquidation). The liquidator(s) shall cause only cash, evidences of indebtedness and the final distribution of its assets. (d) Notwithstanding other securities to be distributed in any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any timeliquidation. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members such Member of their its Capital Contributions and a complete distribution to the Members Member of their its interest in the Company Interest and all the Company’s property and constitutes a compromise to which all 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 10.2 constitutes a complete distribution to such Assignee of its interest in the Company propertyand all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, liquidator shall be a Person selected by the Board, Board of Directors. The liquidator shall act as liquidator or shall appoint one or more liquidators who shall have full authority proceed diligently to wind up the affairs of the Company at the direction of the Board of Directors and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall continue to operate the be borne as a Company properties with all of the power and authority of the Boardexpense. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants 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 appropriateapplicable. (b) The liquidator shall pay pay, satisfy or discharge from Company funds all of the debts (including debts owing to any Member), liabilities and liabilities obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of . (c) To the Company, the liquidator shall sell all properties and assets of extent that the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the has any assets remaining: (i) The liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain sell any or all Company property and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in this AgreementExhibit D; (ii) With respect to all Company property that is not sold, the Fair Market Value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members under Exhibit D if there were a taxable disposition of that property for the Fair Market Value of that property on the date of distribution; and (d) All remaining assets of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator Company shall then distribute the proceeds of such sales or such properties be distributed to the Members in the manner provided accordance with Section 5.3. (e) All distributions in Section 4.4(a). If the foregoing distributions kind to the Members do not equal the shall be valued for purposes of determining each Member’s respective positive Capital Account balances as determined after giving effect interest therein at its Fair Market Value at the time of such distribution (net of any liability to which such in-kind distribution is subject), and such distributions shall be made subject to the foregoing adjustments liability of each distributee for costs, expenses, and liabilities incurred or for which the Company has committed prior to all adjustments attributable the date of termination, and those costs, expenses, and liabilities shall be allocated to allocations the distributee pursuant to this Section 10.2. (f) Any distribution to the Members in liquidation of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized the Company shall be made by the Company during later of the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distributionliquidation; provided, thenhowever, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements be authorized to cause the Company to retain assets, or to place assets in a liquidating trust for the benefit of the Act and all other applicable laws pertaining to the winding up of the affairs creditors of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement Members, to the contraryextent that (and for so long as) the liquidator determines, no Member shall be obligated to restore a deficit balance in its Capital Account at any timereasonable discretion, that the retention of such assets is necessary or appropriate in order to satisfy contingent liabilities of the Company. For purposes of the preceding sentence, the term “liquidation” shall have the same meaning as set forth in Treasury Regulation Section 1.704- 1(b)(2)(ii)(g). The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their Company its Membership Interest and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented within the meaning of Section 7-80-502(2) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (g) Upon a distribution in liquidation of the Company, (i) if any Member has a positive Advance Amount, distributions that such Member would otherwise receive under Section 10.2 shall be reduced by the amount of such positive Advance Amount, and (ii) if the positive Advance Amount of a Member exceeds the amount such Member would be entitled to receive under Section 10.2 (the “Excess Advance Amount”), such Member shall contribute the amount of such Excess Advance Amount to the Company, which amount shall be distributed in accordance with Section 10.2.

Liquidation and Termination. Upon dissolution of the CompanyPartnership, unless reconstituted under Section 8.2, the Board General Partner or, if the Board so desireswithdrawal of the General Partner caused the dissolution of the Partnership, a Person person selected by the Boardany group of Limited Partners whose combined Sharing Ratios are greater than 50%, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein. The liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner (including without limitation the power to sell all or substantially all of the assets of the Partnership as provided in Section 5.1). The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any MemberPartner, shall cause a proper accounting to be made by the CompanyPartnership’s independent accountants of the CompanyPartnership’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision 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 CompanyPartnership and after making adjustments for all profits, losses and distributions for the taxable year, the liquidator Partners’ Capital Accounts shall sell then be adjusted by (i) assuming the sale of all properties and remaining assets of the Company Partnership for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items date of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts termination of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Partnership and (ii) debiting or crediting each Partner’s Capital Accounts Account with its respective share of the Members by hypothetical gains or losses resulting from such assumed sales in the amount same manner as each such Capital Account would be debited or credited with gains or losses on actual sales of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of the proceeds date of such sales or such properties to termination of the Members Partnership at its fair market value by the appraiser selected in the manner provided in Section 4.4(a). If the foregoing distributions above) distribute to the Members do not equal Partners such amounts as are required to pay the Member’s positive balances of their respective positive Capital Account balances Accounts. Such a distribution shall be in cash or in kind as determined after giving effect by the liquidator. The liquidator shall have authority to either (A) sell all or a portion of the Partnership’s assets and distribute the net proceeds or (B) distribute the Partnership’s assets to the foregoing adjustments and Partners in such manner as the liquidator may deem appropriate. Any distribution to all adjustments attributable to allocations the Partners in liquidation of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized the Partnership shall be made by the Company during later of either the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for term “liquidation” shall have the same meaning as set forth in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to Treasury Regulation § 1.704-1(b)(2)(ii) as in effect at such Membertime. Each Member Partner shall have the right to designate another Person person to receive any property which otherwise would be distributed in kind to that Member Partner pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member Partner shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members Partners in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members Partners of their Capital Contributions and a complete distribution to the Members Partners of their Company Interest interest in the Partnership and all Company Partnership property.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act as liquidator or shall may appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (b) The the liquidator shall pay cause any notice required by applicable law to be mailed to each known creditor of and claimant against the Company; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.4) or otherwise make adequate provision therefor for payment and discharge thereof (including 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, ; and (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall sell all properties be computed and assets of allocated to the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest capital accounts of the Members; (ii) with respect to all Company property that has not been sold, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items fair market value of income, gain loss or deduction allocable under Section 4.2) realized on such sales that property shall be allocated to the Members as provided in this Agreement, determined and the Capital Accounts capital accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kind, which the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of unrealized income, gain loss or gain, loss, and deduction allocable under Section 4.2) inherent in property that has not been reflected in the capital accounts previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market valuesvalue of that property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the 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 Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). The liquidator shall then distribute the proceeds of such sales or such properties All distributions in kind to the Members in the manner provided in Section 4.4(a). If the foregoing distributions shall be made subject to the Members do not equal liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Member’s respective positive Capital Account balances as determined after giving effect Company has committed prior to the foregoing adjustments date of termination and to all adjustments attributable to allocations of Net Profitthose costs, Net Lossexpenses, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement liabilities shall be adjusted, allocated to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time11.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 11.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their Company Interest and all Company propertyits Membership Interest. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon dissolution the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board orDLLCA, if all Unvested Units shall immediately vest in full and become Vested Units, and the Board so desires, Manager or a Person or Persons selected by the Board, Manager shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, all remaining assets of the Company shall be distributed to the Members as follows: (i) the liquidator shall may sell all properties and assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on from such sales shall be allocated to the Members as provided in this AgreementSection 4.2, and the Capital Accounts of the Members shall be adjusted accordingly. In ; (ii) upon the event consent of a distribution of the Manager, the liquidator may distribute Company properties in kind, in which case the liquidator fair market value of that property shall first adjust be determined and the Capital Accounts of the Members by shall be adjusted to reflect the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of manner in which the unrealized income, gain gain, loss or and deduction allocable under Section 4.2) inherent in property that has not been reflected in the Capital Accounts previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable distribution of that property for the fair market values. The liquidator shall then distribute value of that property on the proceeds date of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the distribution; and (iii) Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to among the Members in accordance with Article 3 and Section 4.1(b), and those distributions shall be made by the provisions end of this Section 8.3 shall constitute a complete return to the Members taxable year of their Capital Contributions and a complete distribution to the Members Company during which the liquidation of their the Company Interest and all Company propertyoccurs (or, if later, 90 days after the date of the liquidation).

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Manager shall act as liquidator or shall may appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManager. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants 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 appropriate.applicable; (b) The the liquidator shall pay cause the notice described in Section 608.4421 of the Act to be mailed to each known creditor of and claimant against the Company in the manner described in such Section 608.4421 ; (c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.05) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 ; and (d) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts capital accounts of the members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the capital accounts of the Members shall be adjusted accordingly. In to reflect the event manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the capital accounts previously would be allocated among the members if there were a taxable disposition of a distribution of properties in kind, that property for the liquidator shall first adjust the Capital Accounts fair market value of the property on the date of distribution; and (iii) Company property shall be distributed among the Members in accordance with the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the partnership occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the amount end of any Net Profitthe taxable year of the Company during which the liquidation of the Company occurs (or, Net Lossif later, Simulated Gain and Simulated Loss (or other items 90 days after the date of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesliquidation). The liquidator shall then distribute the proceeds of such sales or such properties All distributions in kind to the Members in the manner provided in Section 4.4(a). If the foregoing distributions shall be made subject to the Members do not equal liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Member’s respective positive Capital Account balances as determined after giving effect Company has committed prior to the foregoing adjustments date of termination and to all adjustments attributable to allocations of Net Profitthose costs, Net Lossexpenses, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement liabilities shall be adjusted, allocated to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time12.02. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 12.02 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member of their Company its Membership Interest and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented within the meaning of Article 5.02(D). To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act as liquidator or shall may appoint one or more liquidators who Members as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the Company’s '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 appropriate.applicable; (b) The the liquidator shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all debts owed to Members, and all expenses incurred in liquidationliquidation and any advances described in Section 4.03) or otherwise make adequate provision therefor for payment and discharge thereof (including 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 in accordance with the provisions of the Company, the liquidator shall sell Act as may be applicable; and (c) all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated distributed to the Members as provided in this Agreementfollows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts Account of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator shall then distribute value of that property on the proceeds date of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3.; and (ciii) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to To the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their positive Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.Account balances:

Liquidation and Termination. Upon dissolution the occurrence of an event requiring the winding up of the Company, unless it is reconstituted pursuant to the Board orAct, if the Board so desires, Managing Member or a Person or Persons selected by the Board, Managing Member shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution an event requiring the winding up of the Company and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which an event requiring the dissolution winding up of the Company occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profitgain, Net Lossloss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) amount realized on such sales shall be allocated to the Members as provided in this AgreementExhibit D, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members as provided in Exhibit D by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (gains or other items of income, gain loss or deduction allocable under Section 4.2) losses that would have been recognized by the Members if such properties had been sold at then for their fair market valuesvalue. The liquidator shall then distribute the remaining proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of positive balance in their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company propertyAccounts.

Liquidation and Termination. Upon On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managers shall act as liquidator liquidating trustee or shall may appoint one or more liquidators who Members as liquidating trustee. The liquidating trustee shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Act. The liquidator costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidating trustee shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator liquidating trustee are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidating trustee shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s '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 appropriate.applicable; (b) The liquidator the liquidating trustee shall pay pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company (including including, without limitation, all expenses incurred in liquidationliquidation and any advances described in Section 4.4) or otherwise make adequate provision therefor for payment and discharge thereof (including including, without limitation, 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). After making payment or provision for ; and: (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash shall be distributed to the Members as promptly as is consistent with obtaining follows: (i) the best price therefor; providedliquidating trustee may sell any or all Company property, however, that upon the consent of a Majority Interest of the including to Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated any resulting Profit or Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales from each sale shall be computed and allocated to the Capital Accounts of the Members as provided in Article V of this Operating Agreement; (ii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized Profit, the liquidator shall first adjust Loss, income, gain, loss, and deduction inherent in such property that has not previously been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (iii) Company property shall then distribute the proceeds of such sales or such properties to be distributed among the Members in accordance with the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances of the Members, as determined after giving effect to taking into account all Capital Account adjustments for the foregoing adjustments and to all adjustments attributable to allocations taxable year of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such MemberCompany during which the liquidation of the Company occurs (or, if later, ninety (90) days after the date of the liquidation). Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed All distributions in kind to that Member the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time12.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and 12.2 constitutes a complete distribution to the Members of their Company Member with respect to its Membership Interest and the Member's interest in the Company's property, and constitutes a compromise to which all Members have consented within the meaning of Section 18-502 of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds, except to the extent any Member is obligated to return a distribution to the Company propertypursuant to Section 18-804(c) of the Act.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Members shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Boarda Manager. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s 's assets, liabilities and operations through the last day end of the month in day on which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall sell such of the assets of the Company as may be sold on reasonable terms and pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment or provision for all debts and liabilities of the Company, each Member's Capital Account shall then be adjusted by (i) assuming the liquidator shall sell all properties and sale of any remaining assets of the Company for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items date of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts dissolution of the Members shall be adjusted accordingly. In Company and (ii) debiting or crediting the event of a distribution of properties in kind, the liquidator shall first adjust the Member's Capital Accounts Account with its respective share of the Members by hypothetical gains or losses resulting from such assumed sales in the amount same manner as such Capital Account would be debited or credited for gains or losses on actual sales of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of the proceeds date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) make Distributions to the Members of such sales amounts as are required to pay the positive balances of their respective Capital Accounts. Such a Distribution shall be in cash or in kind as determined by the liquidator. Any Distribution in kind, to the extent possible in complying with the foregoing provisions of this subsection (b), shall be made to each Member in proportion to its Membership Interest in the assets so distributed. Notwithstanding the foregoing provisions of this subsection (b) to the contrary, however, if a Member so elects by notice in writing delivered to the liquidator, the liquidator shall not sell such properties Member's interest in the assets and property of the Company and instead shall distribute all of such interest, subject to such Member's share of any Company obligations, to such Member in kind. Any Distribution to the Members in liquidation of the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized Company shall be made by the Company during later of the end of the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or ninety (90) days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member term "liquidation" shall have the right to designate another Person to receive any property which otherwise would be distributed same meaning as set forth in kind to that Member pursuant to this Section 8.3Treasury Regulation Subsection 1.704-1(b)(2)(ii) as in effect at such time. (c) No Member shall be obligated to restore a negative balance in its Capital Account at any time. (d) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act Act, including Sections 18-803 and 18-804 thereof, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution Distribution of its assets. (de) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution Distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 7.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution Distribution to the Members of their interest in the Company Interest and all Company property, save and except for any contingent future interest that the Members may have in any cash or property placed in an escrow fund to satisfy contingent liabilities that ultimately is not used therefor.

Liquidation and Termination. Upon dissolution of the Company, a Majority of the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Managers shall appoint in writing one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManagers. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidationdissolution, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day end of the month in day on which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision 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, all remaining assets shall be distributed to the liquidator Member. If there are two or more Members at such time, each Member’s Capital Account shall sell first be adjusted by (i) assuming the sale of all properties and remaining assets of the Company for cash at their respective fair market values (as promptly determined by an appraiser selected by the liquidator) as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items date of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts dissolution of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Company and (ii) debiting or crediting each Member’s Capital Accounts Account with its respective share of the Members by hypothetical gains or losses resulting from such assumed sales in the amount same manner such Capital Account would be debited or credited for gains or losses on actual sales of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market valuesassets. The liquidator shall then distribute by payment of cash or property (valued as of the proceeds date of such sales or such properties to dissolution of the Members Company at its fair market value by the appraiser selected in the manner provided in Section 4.4(a). If the foregoing distributions above) distribute to the Members do not equal such amounts as are required to pay the Member’s positive balances of their respective positive Capital Account balances Accounts. Such a distribution shall be in cash or in kind as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.3liquidator. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act Act, and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. (e) Upon completion of the distribution of Company assets as provided herein, the Company shall be terminated and the Managers shall cause the cancellation of the Company with the Delaware Secretary of State, and take such other actions as may be necessary to terminate the Company. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 9.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest respective Membership Interests and all Company property.

Liquidation and Termination. Upon dissolution of the CompanyPartnership, unless reconstituted under Section 8.2, the Board General Partner or, if the Board so desireswithdrawal of the General Partner caused the dissolution of the Partnership, a Person person selected by a Super Majority Interest of the BoardLimited Partners, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company Partnership and make final distribution as provided herein. The liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the Board. The steps General Partner (including without limitation the power to be accomplished by the liquidator are as follows:sell all or (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any MemberPartner, shall cause a proper accounting to be made by the Company’s Partnership's independent accountants of the Company’s Partnership's assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision 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 determinedetermine or the payment of the Success Fee in the event the Success Fee is approved pursuant to Section 5.5(b)). After making payment or provision for all debts and liabilities of the CompanyPartnership, the liquidator Partners' capital accounts shall sell then be adjusted by (i) assuming the sale of all properties and remaining assets of the Company Partnership for cash at their respective Fair Market Values as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Membersdate of termination of the Partnership and assuming the distribution of such cash at such times for the purpose of computing Payout, and (ii) debiting or crediting each Partner's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales in the same manner as each such capital account would be debited or credited with gains or losses on actual sales of such assets. The liquidator may shall then by payment of cash or property (valued as of the date of termination of the Partnership at its Fair Market Value) distribute to the Partners such properties in kindamounts as are required to pay the positive balances of their respective capital accounts. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales Such a distribution shall be allocated to in cash or in kind as determined by the Members as liquidator, provided that in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution in kind of properties in kindthe Securities of the Partnership, the liquidator shall first adjust assign to the Capital Accounts Partners the respective rights and benefits that may exist under any contracts of the Members Partnership that may be of value to any of the Partners. Any distribution to the Partners in liquidation of the Partnership shall be made by the amount later of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items either the end of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions which the liquidation occurs or 90 days after the date of money and property effected prior to such distribution, thenliquidation. For purposes of the preceding sentence, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for term "liquidation" shall have the same meaning as set forth in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to Treasury Regulation Section 1.704-1(b)(2)(ii) as in effect at such Membertime. Each Member Partner shall have the right to designate another Person person to receive any property which otherwise would be distributed in kind to that Member Partner pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company Partnership and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.

Liquidation and Termination. Upon (a) On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or Members shall appoint one or more liquidators who Persons (which may be a Member) as liquidator (the “Liquidator”). The Liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinherein and in the Delaware Act. The liquidator costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator shall continue to operate the Company properties with all of the power and authority of the Boarda duly authorized Manager. The steps to be accomplished by the liquidator Liquidator are as follows: (ai) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, Liquidator shall cause a proper accounting to be made by the Company’s a recognized firm of independent certified public accountants 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 appropriate.applicable; (bii) The liquidator the Liquidator shall pay first pay, satisfy or discharge from Company funds all of the debts debts, liabilities and liabilities obligations of the Company to its creditors (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor for payment and discharge thereof (including 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). After making payment or provision for , all debts and liabilities in accordance with the provisions of the CompanyDelaware Act as may be applicable; and (iii) after all of the debts, the liquidator shall sell all properties liabilities and assets obligations of the Company to its creditors have been paid, satisfied or discharged or adequate provision for cash payment and discharge thereof has been made as promptly required by paragraph (ii) above, the Liquidator shall pay the Members as is consistent with obtaining follows: (1) the best price therefor; providedLiquidator may sell any or all Company property, howeverincluding to Members, that upon and any resulting gain or loss from each sale shall be computed and allocated to the consent of a Majority Interest Capital Accounts of the Members; (2) with respect to all Company property that has not been sold, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items Gross Asset Value of income, gain loss or deduction allocable under Section 4.2) realized on such sales that property shall be allocated to the Members as provided in this Agreement, determined and the Capital Accounts of the Members shall be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that previously would have been recognized by be allocated among the Members if such properties had been sold at then there were a taxable disposition of that property for the fair market values. The liquidator value of that property on the date of distribution; and (3) after completion of the steps in subparagraphs (1) and (2), the remaining assets shall then distribute the proceeds of such sales or such properties be distributed to the Members in accordance with Section 9.2 (which, is expected to correspond with the manner provided Members’ Capital Accounts). (b) All distributions in Section 4.4(a). If the foregoing distributions kind to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect shall be made subject to the foregoing adjustments liability of each distributee for costs, expenses, and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, liabilities relating to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be assets distributed in kind theretofore incurred or for which the Company has committed prior to that Member the date of termination and those costs, expenses, and liabilities shall be allocated to the distributees pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time11.2. The distribution of cash and/or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 11.2 constitutes a complete return to the Members Member of their its Capital Contributions Contribution and a complete distribution to the Members Member of their its membership interest in the Company Interest and all Company of the Company’s property. (c) Distributions pursuant to this Section 11.2 shall be made no later than such time as is required under Treas. Reg. Section 1.704-1(b)(2)(ii)(b)(2).

Liquidation and Termination. Upon On dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall General Partner may appoint one or more liquidators who shall have full authority Persons as liquidator(s). The liquidator will proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation will be borne as a Partnership expense. Until final distribution, the liquidator shall will continue to operate the Company Partnership properties with all of the power and authority of the BoardPartners. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall liquidator will cause a proper accounting to be made by the Company’s independent a recognized firm of certified public accountants of the CompanyPartnership’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 appropriate.applicable; (b) The the liquidator shall will pay from Partnership funds all of the debts and liabilities of the Company Partnership (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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 ; and (c) the Partnership will dispose of all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute such properties in kind. All Net Profitsell any or all Partnership property, Net Loss, Simulated Gain and Simulated Loss (any resulting gain or other items of income, gain loss or deduction allocable under Section 4.2) realized on such sales shall from each sale will be computed and allocated to the Members as provided in this AgreementPartners pursuant to Article 9; (ii) with respect to all Partnership property that has not been sold, the Fair Market Value of that property will be determined and the Capital Accounts of the Members shall Partners will be adjusted accordingly. In to reflect the event of a distribution of properties manner in kindwhich the unrealized income, the liquidator shall first adjust gain, loss, and deduction inherent in that property that has not been reflected in the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise previously would be allocated among the Partners if there were a taxable Transfer of that property for the Fair Market Value of that property on the date of distribution; (iii) thereafter, Partnership property will be distributed among the Partners pro rata in kind to that Member accordance with their respective Pro Rata Percentages. All distributions made pursuant to this Section 8.3. 13.2(c)(iii) will be made by the end of such taxable year (cor, if later, within ninety (90) Except as expressly provided herein, days after the liquidator shall comply with any applicable requirements date of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assetssuch liquidation). (d) Notwithstanding any provision All distributions in this Agreement kind to the contrary, no Member shall Partners will be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property made subject to the Members in accordance with liability of each distributee for its allocable share of costs, expenses and liabilities theretofore incurred or for which the provisions Partnership has committed prior to the date of termination and those costs, expenses and liabilities will be allocated to the distributee pursuant to this Section 8.3 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property13.2.

Liquidation and Termination. Upon (a) On dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, Managing Member shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company and make final distribution distributions as provided hereinin this Agreement. The costs of liquidation will be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the BoardManaging Member. The steps to be accomplished by the liquidator are as follows: (ai) As promptly as possible reasonably practicable after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants Certified Public Accountants of the Company’s assetsand the Facility 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 appropriate.applicable; (bii) The liquidator shall pay from Company funds (x) all of the debts and liabilities of the Company (including all expenses incurred in liquidation) and the Facility Company or otherwise make adequate provision therefor for them (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine). After making payment , and (y) the amount of all accrued, unpaid Preferred Distributions, and the unpaid amount of any Class A Withdrawal Amount or provision for all debts and liabilities Class A Member Partial Redemption Amount (including any balance of any Class A Withdrawal Note); (iii) with respect to the remaining Assets of the Company, : (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all properties and assets of the Company’s, and the Facility Company’s Assets (subject to any and all restrictions to which the Company or the Facility Company is subject, including restrictions under Applicable Laws or any Permitted Encumbrances), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all of the Company’s or the Facility Company’s Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (ii) of the definition of Value; (iv) After giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3, and Section 10.3) for all periods, but subject to Section 10.2(a)(v), all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the Members as promptly follows: (A) First, any Available Cash Flow that does not consist of Available Capital Income Cash Flow shall be distributed in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii); and (B) Second, any Available Capital Income Cash Flow shall be distributed (I) first to the Class A Members in an amount equal to the excess, if any, of (1) the sum of all Preferred Distributions shown as made or paid to the Class A Members in the Base Case Model (including those provided for after the date of liquidation), minus (2) all Preferred Distributions actually made or paid to the Class A Members under Section 5.1 or Section 10.2(a)(ii); (II) second, in an amount equal to any Class A Investment Balance that has not been paid in full to the Class A Member; and (III) thereafter, in the order and priority set forth in Section 5.1(a)(i) and (ii), and then as set forth in Section 5.1(b)(iii). (v) It is consistent intended that the distributions provided in Section 10.2(a)(iv) will be in accordance with obtaining the best price therefor; provided, however, that upon positive balances (if any) in the consent of a Majority Interest final Capital Account balances of the Members, the liquidator may distribute after giving effect to all distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2, Section 3.3 and Section 10.3) and any allocations to be made under this Section 10.2(a)(v). however, if such properties distributions would not result in kind. All Net Profitsuch intention being satisfied, Net Loss, Simulated Gain and Simulated Loss (or other constituent items of income, gain gain, loss or and deduction allocable under Section 4.2Code section 702(a)(1) realized on such sales shall through (7) will be allocated reallocated among the Members for the year of the liquidation, to the Members extent permissible under Code section 704(b) (and, if necessary and permissible under Code section 704(b), for prior Company taxable years for which the deadline (determined without extensions) for filing the Company’s federal income tax return has not passed), so as provided in this Agreement, and to cause the Capital Accounts Account balances to be in the amounts necessary to assure that such result is achieved. For the avoidance of the Members shall doubt, in no event will any Member be adjusted accordingly. In the event distributed an amount in excess of a its positive balance in its Capital Account. (vi) Any distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive respect of their Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member Accounts pursuant to this Section 8.310.2 shall be made by the end of the Company Taxable Year in which a Liquidating Event occurs (or if later, within [***] days after the date of such Liquidating Event). (cb) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or or property to the Members a Member in accordance with the provisions of this Section 8.3 shall constitute 10.2 constitutes a complete return to the Members Member of their its Capital Contributions and a complete distribution to the Members Member on account of their Company its Membership Interest and all Company propertythe Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. Upon On dissolution of the CompanyPartnership, the Board or, if the Board so desires, a Person selected by the Board, General Partner shall act as liquidator or shall may appoint one or more liquidators who other Persons as liquidator. The liquidator shall have full authority proceed diligently to wind up the affairs of the Company Partnership and make final distribution distributions as provided herein. The costs of liquidation shall be borne as a Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the BoardGeneral Partner. The steps to be accomplished by the liquidator are as follows: (a) As as promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, liquidator shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s Partnership'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 appropriate.applicable; (b) The the liquidator shall pay all of the debts and liabilities of the Company Partnership (including including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision therefor (including 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 ; and (c) all debts and liabilities of the Company, the liquidator shall sell all properties and remaining assets of the Company for cash Partnership shall be distributed to the Partners as promptly as is consistent with obtaining the best price therefor; provided, however, that upon the consent of a Majority Interest of the Members, follows: (i) the liquidator may distribute sell any or all Partnership property, and any resulting gain or loss from each sale shall be computed and allocated to the capital accounts of the Partners; (ii) with respect to all Partnership property that has not been sold, the fair market value of such properties property shall be determined and the capital accounts of the Partners shall be adjusted to reflect the manner in kindwhich the unrealized income, gain, loss, and deduction inherent in such property (that has not been reflected in the capital accounts previously) would be allocated among the Partners if there were a taxable disposition of such property for the fair market value of such property on the date of their 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 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, on or before the 90th day after the date of such liquidation). All Net Profitdistributions in kind to the Partners shall be made subject to the liability of each distributes for costs, Net Lossexpenses, Simulated Gain and Simulated Loss (liabilities theretofore incurred or other items for which the Partnership shall have committed prior to the date of incometermination and such costs, gain loss or deduction allocable under Section 4.2) realized on such sales expenses, and liabilities shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain and Simulated Loss provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member distributes pursuant to this Section 8.3. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time10.02. The distribution of cash and/or property to the Members a Partner in accordance with the provisions of this Section 8.3 10.02 shall constitute a complete return to the Members Partner of their its Capital Contributions and a complete distribution to the Members Partner of their Company its Partnership Interest and all Company propertythe Partnership's property and shall constitute a compromise to which all Partners have consented. To the extent that a Partner shall return funds to the Partnership, it shall have no claim against any other Partner for such funds.

Liquidation and Termination. Upon dissolution of the Company, the Board or, if the Board so desires, a Person selected by the Board, shall act as liquidator or shall appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distribution as provided herein. The liquidator shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidator are as follows: (a) As promptly as possible after dissolution and again after final liquidation, the liquidator, if requested by any Member, shall cause a proper accounting to be made by the Company’s independent accountants of the Company’s assets, liabilities and operations through the last day of the month in which the dissolution occurs or the final liquidation is completed, as appropriate. (b) The liquidator shall pay all of the debts and liabilities of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision therefor (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). 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; provided, however, that upon the consent of a Majority Interest of the Members, the liquidator may distribute such properties in kind. All Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.1 and Section 4.2) realized on such sales shall be allocated to the Members as provided in this Agreement, and the Capital Accounts of the Members shall be adjusted accordingly. In the event of a distribution of properties in kind, the liquidator shall first adjust the Capital Accounts of the Members by the amount of any Net Profit, Net Loss, Simulated Gain and Simulated Loss (or other items of income, gain loss or deduction allocable under Section 4.1 and Section 4.2) that would have been recognized by the Members if such properties had been sold at then fair market values. The liquidator shall then distribute the proceeds of such sales or such properties to the Members in the manner provided in Section 4.4(a) (or Section 4.4(c), as applicable). If the foregoing distributions to the Members do not equal the Member’s respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profit, Net Loss, Simulated Gain Gain, Simulated Loss, and Simulated Loss other items of income, gain, loss or deduction realized by the Company during the taxable year in question and all adjustments attributable to contributions and distributions of money and property effected prior to such distribution, then, the allocations of Net Profit, Net Loss, Simulated Gain Gain, Simulated Loss, and Simulated Loss other items of income, gain, loss or deduction provided for in this Agreement shall be adjusted, to the least extent necessary, to produce a Capital Account balance for each Member which corresponds to the amount of the distribution to such Member. Each Member shall have the right to designate another Person to receive any property which otherwise would be distributed in kind to that Member pursuant to this Section 8.38.2. (c) Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (d) Notwithstanding any provision in this Agreement to the contrary, no Member shall be obligated to restore a deficit balance in its Capital Account at any time. The distribution of cash and/or property to the Members in accordance with the provisions of this Section 8.3 8.2 shall constitute a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their Company Interest and all Company property.