Common use of Liquidation and Termination Clause in Contracts

Liquidation and Termination. On dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”). The Liquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) shall continue to operate the Company’s properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) shall cause a proper accounting to be made by 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 applicable. (iii) The Liquidator(s) shall 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. (iv) The Liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) may reasonably determine). (v) All remaining assets of the Company shall be distributed to the Member.

Liquidation and Termination. On the dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidator (the “Liquidator”liquidator(s). The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company the Company’s expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) shall cause a proper accounting to be made by 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 applicable. (iii) The Liquidator(s) shall 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. (iv) The Liquidator(s) liquidators shall pay, satisfy or discharge from Company the Company’s funds all of the debts, liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine). (vb) All As promptly as practicable after dissolution, the liquidators shall (i) determine the Fair Market Value (the “Liquidation FMV”) of the Company’s remaining assets of (the Company shall “Liquidation Assets”) in accordance with Article X hereof, (ii) determine the amounts to be distributed to each Unitholder in accordance with Section 4.1, and (iii) deliver to each Unitholder a statement (the Member“Liquidation Statement”) setting forth the Liquidation FMV and the amounts and recipients of such Distributions, which Liquidation Statement shall be final and binding on all Unitholders. (c) As soon as the Liquidation FMV and the proper amounts of Distributions have been determined in accordance with Section 10.2(b) above, the liquidators shall promptly distribute the Company’s Liquidation Assets to the holders of Units in accordance with Section 4.1(b) above. In making such distributions, the liquidators shall allocate each type of Liquidation Assets (i.e., cash or cash equivalents, preferred or common equity securities, etc.) among the Unitholders ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such holder; provided that the liquidators may allocate each type of Liquidation Assets so as to give effect to and take into account the relative priorities of the different Units; provided further that, in the event that any securities are part of the Liquidation Assets, each Unitholder that is not an “accredited investor” as such term is defined under the Securities Act may, in the sole discretion of the Manager, receive, and hereby agrees to accept, in lieu of such securities, cash consideration with an equivalent value to such securities as determined by the Manager. Any non-cash Liquidation Assets will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with Section 4.2 and Section 4.3. If any Unitholder’s Capital Account is not equal to the amount to be distributed to such Unitholder pursuant to Section 10.2(b), Profits and Losses for the Fiscal Year in which the Company is dissolved shall be allocated among the Unitholders in such a manner as to cause, to the extent possible, each Unitholder’s Capital Account to be equal to the amount to be distributed to such Unitholder pursuant to Section 10.2(b). The distribution of cash and/or property to a Unitholder in accordance with the provisions of this Section 10.2(b) constitutes a complete return to the Unitholder of its Capital Contributions and a complete distribution to the Unitholder of its interest in the Company and all the Company property and constitutes a compromise to which all Unitholders have consented within the meaning of the Delaware Act. To the extent that a Unitholder returns funds to the Company, it has no claim against any other Unitholder for those funds.

Liquidation and Termination. On dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more Members Persons as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidators shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) the liquidators shall 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.; (ivc) The Liquidator(s) the liquidators shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine).): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (vd) All all remaining assets of the Company shall be distributed to the MemberMembers in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On dissolution of the Company, the Company Board Managing Member or such other or additional Member or Members as designated by the Managing Member shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”liquidator(s). The Liquidator(sliquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(sliquidator(s) shall continue to operate the Company’s Company properties with all of the power and authority of Managing Member and Members, subject to the Company Boardpower of the Managing Member to remove and replace such liquidator(s). The steps to be accomplished by the Liquidator(sliquidator(s) are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iia) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiib) The Liquidator(s) shall 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. (iv) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (vc) All remaining assets After satisfying (whether by payment or reasonable provision for payment) the debts and liabilities of the Company to the extent required by law, including without limitation debts and liabilities to Members who are creditors of the Company to the extent permitted by law, the remaining assets shall be distributed to the Member.Members in accordance with their positive Capital Account balances. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section

Liquidation and Termination. (a) On dissolution of the Company, the Company Board shall Manager shall, with the Consent of the Class A Members, act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expenseExpense. Until final distribution, the Liquidator(s) liquidator shall continue to operate the Company’s properties Company with all of the power and authority of the Company BoardMembers. The steps to be accomplished by the Liquidator(s) liquidator are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible reasonably practicable after dissolution and again after final liquidation, the Liquidator(s) liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountant of the Company’s assetsAssets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiiii) The Liquidator(s) liquidator shall 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. (iv) The Liquidator(s) shall pay, satisfy or discharge pay from Company funds all of the debts, debts and liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof them (including, without limitation, including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (iii) With respect to the remaining Assets of the Company: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company Assets (subject to any and all restrictions to which any Project is subject), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (B) with respect to all Company Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (b) of the definition of Value. (iv) Any Company Items of income and gain (including any such items attributable to the disposition or deemed disposition of Assets pursuant to Section 12.2(a)(iii) for the Taxable Year during which the distribution of liquidation proceeds occurs that have not been allocated pursuant to the Regulatory Allocations shall first be allocated to each Member having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Members, until each Member has been allocated Company Items of income and gain equal to any such deficit balance in its Capital Account and such deficit balance has thereby been eliminated. Any remaining Company Items for such Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated among the Members in such manner as to ensure that, to the greatest extent feasible, following these allocations, the balances in the Capital Accounts of the Members are expected to result in distributions pursuant to Section 12.2(a)(v) to the Class A Members and the Class B Members in accordance with the sharing ratios set forth in Section 5.1(a); and (v) All After giving effect to all allocations (including those under Section 4.2 and Section 12.2(a)(iv)), all prior distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2 and Section 3.3) for all periods, all remaining assets of the Company cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the MemberMembers in accordance with the positive balances in their Capital Accounts. (vi) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 12.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within ninety (90) days after the date of such Liquidating Event). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. On dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more Members Persons as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the ActTBOC. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidators shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) the liquidators shall cause the notice described in the Act TBOC to be mailed to each known creditor of and claimant against the Company in the manner described thereunder.; (ivc) The Liquidator(s) the liquidators shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine).): (vi) All first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (ii) all remaining assets of the Company shall be distributed to the MemberMembers in accordance with their positive Capital Accounts.

Liquidation and Termination. On Upon dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more Members Persons as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties in furtherance of winding up the affairs of the Company with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidators shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) shall 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. (iv) The Liquidator(s) liquidators shall pay, satisfy or discharge from Company funds funds, or otherwise make reasonable provision for payment and discharge thereof (including the establishment of a cash fund for contingent, conditional or unmatured liabilities in such amount and for such term as the liquidators may reasonably determine): all of the debts, liabilities and obligations of the Company (including, without limitation, all including expenses incurred in liquidation); and (c) or otherwise make adequate provision for following the payment and discharge thereof (includingsatisfaction of liabilities under Section 14.02(b), without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) may reasonably determine). (v) All all remaining assets of the Company shall be distributed to the MemberMembers in accordance with Article IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 constitutes a complete return to the Members of their Capital Contributions, a complete distribution to the Members of their interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Delaware Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On Upon dissolution of the Company, a Majority of the Company Board Managers shall act as liquidator or may appoint in writing one or more Members as liquidator (the “Liquidator”). The Liquidator(s) liquidators who shall proceed diligently have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidator shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManagers. The steps to be accomplished by the Liquidator(s) liquidator are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iia) As promptly as possible after dissolution and again after final liquidationdissolution, the Liquidator(s) liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day end of the calendar month in day on which the dissolution occurs or the final liquidation is completed, as applicableappropriate. (iiib) The Liquidator(s) liquidator shall 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. (iv) The Liquidator(s) shall pay, satisfy or discharge from Company funds pay all of the debts, debts and liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof therefor (including, including without limitation, limitation the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator(s) 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 Members. If there are two or more Members at such time, each Member’s Capital Account shall first be adjusted by (vi) All assuming the sale of all remaining assets of the Company for cash at their respective fair market values (as determined by an appraiser selected by the liquidator) as of the date of dissolution of the Company and (ii) 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 such Capital Account would be debited or credited for gains or losses on actual sales of such assets. The liquidator shall then by payment of cash or property (valued as of the date of dissolution of the Company at its fair market value by the appraiser selected in the manner provided above) distribute to the Members such amounts as are required to pay the positive balances of their respective Capital Accounts. Such a distribution shall be distributed in cash or in kind as determined by the liquidator. (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 Memberwinding 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 10.2 shall constitute a complete return to the Members of their respective Membership Interests and all Company property.

Liquidation and Termination. (i) On dissolution of the Company, the Company Board shall Manager shall, with the Consent of the Members, act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Actthis Agreement. The costs of liquidation shall will be borne as a Company expenseReimbursable Expense. Until final distribution, the Liquidator(s) liquidator shall continue to operate the Company’s properties Company with all of the power and authority of the Company BoardMembers. The steps to be accomplished by the Liquidator(s) liquidator are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii1) As promptly as possible reasonably practicable after dissolution and again after final liquidation, the Liquidator(s) liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountant of the Company’s assetsAssets, liabilities liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iii2) The Liquidator(s) liquidator shall 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. (iv) The Liquidator(s) shall pay, satisfy or discharge pay from Company funds all of the debts, debts and liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof them (including, without limitation, including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (v3) All With respect to the remaining assets Assets of the Company: (i) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company Assets (subject to any and all restrictions to which the Pinnacle Project is subject), including to the Members at such price, but in no event lower than the Fair Market Value thereof; and (ii) with respect to all Company Assets that have not been sold, the Values of such Assets shall be determined pursuant to subparagraph (b) of the definition of Value. (4) Any Company Items of income and gain (including any such items attributable to the disposition or deemed disposition of Assets pursuant to Section 12.2(a)(iii)) for the Taxable Year during which the distribution of liquidation proceeds occurs that have not been allocated pursuant to the Regulatory Allocations shall first be allocated to each Member having a deficit balance in its Capital Account, in the proportion that such deficit balance bears to the total deficit balances in the Capital Accounts of all Members, until each Member has been allocated Company Items of income and gain equal to any such deficit balance in its Capital Account and such deficit balance has thereby been eliminated. Any remaining Company Items for such Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated among the Members in such manner as to ensure that, to the greatest extent feasible, following these allocations, the balances in the Capital Accounts of the Members are expected to result in distributions pursuant to Section 12.2(a)(v) in accordance with the sharing ratios set forth in Section 5.1(a)(ii); provided, however, that in the event of a liquidation prior to the Tax Equity Funding Date, any remaining Company Items for such Taxable Year during which the distribution of liquidation proceeds occurs shall be allocated among the Members pro rata in proportion to the balances in the Capital Accounts of the Members at the time of such liquidation; and (5) After giving effect to all allocations (including those under Section 4.2 and Section 12.2(a)(iv)), all prior distributions (including those under Section 5.1) and all Capital Contributions (including those under Section 3.1, Section 3.2 and Section 3.3) for all periods, all remaining cash and property (including any Available Cash Flow and liquidation proceeds) shall be distributed to the MemberMembers in accordance with the positive balances in their Capital Accounts. (6) Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 12.2 shall be made by the end of the Company taxable year in which a Liquidating Event occurs (or if later, within ninety (90) days after the date of such Liquidating Event). (ii) The distribution of cash or property to a Member in accordance with the provisions of this Section 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act.

Liquidation and Termination. On dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more Members Persons as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidators shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) the liquidators shall 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.; (ivc) The Liquidator(s) the liquidators shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine).): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (vd) All all remaining assets of the Company shall be distributed to the MemberMembers in accordance with ARTICLE IV by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds.

Liquidation and Termination. On Upon the dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more representatives, Members or other Persons as liquidator (the “Liquidator”liquidator(s). The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions Liquidating Distributions as provided herein herein, in the Delaware Act and in accordance with all state mortgage licensing requirements (including in a manner that avoids the Actimposition of personal liability upon any Unitholder, Director or officer pursuant to such requirements). The costs of liquidation shall be borne as a Company expense. Until payment of the final distributionLiquidating Distribution, the Liquidator(s) liquidators shall continue to operate the Company’s properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) shall cause a proper accounting to be made by 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 applicable. (iii) The Liquidator(s) shall 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. (iv) The Liquidator(s) liquidators shall pay, satisfy or discharge from the Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine). (vb) All As promptly as practicable after dissolution, the liquidators shall cause the remaining Company assets of (the Company shall “Liquidation Assets”) to be distributed to among the Member.Unitholders in accordance with Section 4.1(b)

Liquidation and Termination. On dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint one or more Members Persons as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardManager. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidators shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) the liquidators shall cause the notice described in the Delaware Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder.; (ivc) The Liquidator(s) the liquidators shall pay, satisfy or discharge from Company funds all of the debtsfunds, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidators may reasonably determine).): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and (vd) All all remaining assets of the Company shall be distributed to the MemberMembers in accordance with Section 4.1 by the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation).

Liquidation and Termination. On dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more Members Officers as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s properties 's Officers Properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iiA) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiiB) The Liquidator(sliquidator(s) shall 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. (ivC) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (vD) All The balance, if any, of the Company's remaining assets of the Company shall be distributed to the Member.Members in accordance with Section 5.2. Notwithstanding the provisions of

Liquidation and Termination. On dissolution of the Company, the Company Board Managing Member or such other or additional Member or Members as designated by the Managing Member shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”liquidator(s). The Liquidator(sliquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(sliquidator(s) shall continue to operate the Company’s Company properties with all of the power and authority of Managing Member and Members, subject to the Company Boardpower of the Managing Member to remove and replace such liquidator(s). The steps to be accomplished by the Liquidator(sliquidator(s) are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iia) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiib) The Liquidator(s) shall 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. (iv) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (vc) All remaining assets After satisfying (whether by payment or reasonable provision for payment) the debts and liabilities of the Company to the extent required by law, including without limitation debts and liabilities to Members who are creditors of the Company to the extent permitted by law, the remaining assets shall be distributed to the MemberMembers in accordance with their positive Capital Account balances. Such liquidating distributions shall be made by the end of the Company's taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 11.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company 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.

Liquidation and Termination. On dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more Members Officers as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s properties Officers Properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iiA) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by 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 applicable. (iiiB) The Liquidator(sliquidator(s) shall 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. (ivC) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (vD) All The balance, if any, of the Company’s remaining assets shall be distributed to the Members in accordance with Section 5.2. Notwithstanding the provisions of Section 5.5, items of income, gain, deduction and loss for the final Taxable Year of the Company shall be distributed allocated to the MemberMembers’ Capital Accounts in such a manner that the Members’ positive Capital Account balances shall be, immediately prior to the distribution pursuant to Section 10.2(D), in such proportion. Distributions pursuant to this Section 10.2(D) shall be made by the end of the 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 other securities to be distributed in any liquidation. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.2 constitutes a complete return to such Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. 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 and all the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On Upon dissolution of the Company, the Company Board or such Member or Members as designated by the Board shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”liquidator(s). The Liquidator(sliquidator(s) shall proceed diligently to wind up the affairs of the Company and make final distributions Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distributionDistribution, the Liquidator(sliquidator(s) shall continue to operate the Company’s Company properties with all of the power and authority of the Company BoardBoard and Members, subject to the power of the Board to remove and replace such liquidator(s). The steps to be accomplished by the Liquidator(sliquidator(s) are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iia) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by 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 applicable. (iiib) The Liquidator(s) shall 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. (iv) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(sliquidator(s) may reasonably determine). (vc) All remaining assets of the Company shall be distributed to the MemberHolders in accordance with Section 5.2 hereof by the earlier of (i) the end of the taxable year of the Company during which the liquidation of the Company occurs and (ii) 90 days after the date of the liquidation. The liquidator(s) shall cause only cash, evidences of indebtedness and other securities to be distributed in any liquidation. The Distribution of cash and/or property to a Member in accordance with the provisions of this Section 11.2 constitutes a complete return to such Member of its Capital Contribution and a complete Distribution to the Member of its interest in the Company and all the Company’s property, and constitutes a compromise to which all Members have consented within the meaning of the Act. The Distribution of cash and/or property to a Holder who is not a Member in accordance with the provisions of this Section 11.2 shall constitute a complete Distribution to such Holder of its interest in the Company and all of the Company’s property and shall constitute a compromise to which all Holders 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. On Subject to Section 10.2(d), upon dissolution of the Company, a representative of the Company Board selected by the Operator shall act as a liquidator or may appoint one or more Members as liquidator (the “Liquidator”). The Liquidator(s) Liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) Liquidator shall continue to operate the Company’s Company properties for a reasonable period of time to allow for the sale of all or a part of the assets thereof with all of the power and authority of the Company BoardMembers. The steps to be accomplished by the Liquidator(s) Liquidator are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iia) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities liabilities, and operations through the last day of the calendar month Calendar Month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiib) The Liquidator(s) Liquidator shall cause the notice described in the Act any notices required by law to be mailed to each known creditor of and claimant against the Company in the manner described thereunderby such law. (ivc) The Liquidator(sUpon dissolution of the Company, the Liquidator shall use its best efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator shall deem it advisable to sell, subject to obtaining fair value of such assets and any tax or other legal considerations. (d) Subject to the terms and conditions of this Agreement and the Act (especially section 18-803), the Liquidator shall distribute the assets of the Company in the following order: (i) the Liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (Company, including, without limitation, all expenses incurred in liquidation) liquidation or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator(s) Liquidator may reasonably determine).; provided, however, that such payments shall not include any Capital Contributions described in Article IV or any other obligations in favor of the Members created by this Agreement; and (vii) All all remaining assets of the Company shall be distributed to the Members in accordance with their respective positive Capital Account balances (determined after taking into account all Capital Account adjustments for the period during which such liquidation occurs (other than those made as a result of the distributions set forth in this Section 10.2(d))); provided, however, it is the intention of the Members that their respective Capital Accounts prior to liquidation pursuant to this Section 10.2 be proportionate to their respective Membership Interests, and to the extent their respective Capital Accounts are not so proportionate, items of income, gain, loss and expense of the Company for the taxable period during which liquidation pursuant to this Section 10.2 occurs (the “Liquidation Allocations”) shall be allocated among the Members in such a manner as shall cause, to the greatest extent possible, the Capital Accounts of the Members to be proportionate to their respective Membership Interests, subject to adjustments to take into account any Subject Expansion Project that may exist and the respective Member’s specific percentage interests in such Subject Expansion Project; provided, further, to the extent the Liquidation Allocations would have the effect of offsetting a prior allocation of Depreciation or other deductions applied using a “keep-your-own” methodology pursuant to Section 5.2(c)(ii) made within five (5) years of such Liquidation Allocations, the Liquidation Allocations available to cause the Capital Accounts of the Members to be proportionate to their respective Membership Interests pursuant to this Section 10.2(d)(ii) shall be limited to items of gain or loss. (e) All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 10.2 shall constitute a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all the Company’s property.

Liquidation and Termination. On dissolution of the Company, until all Class B Guaranteed Payment Distributions and all Class B Mandatory Distributions required to be made under the Company Board terms of this Agreement have been made, the Required Class B Interests shall appoint the liquidator. After all Class B Guaranteed Payment Distributions and all Class B Mandatory Distributions required to be made under the terms of this Agreement have been made, the Managers shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidator shall continue to operate the Company’s properties Company with all of the power and authority of the Managers. Maintenance of property and borrowings and expenditures of Company Board. The steps funds for legitimate Company purposes to be accomplished by effectuate or facilitate the Liquidator(s) are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets winding up or the liquidation of the Company as affairs shall be authorized if the Liquidator(s) liquidator, in the exercise of its business judgment, believes that the interest of the Company would be best served thereby and shall deem it advisable not be construed to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) shall cause involve a proper accounting to be made by a recognized firm of certified public accountants continuation of the Company’s assets, liabilities and operations through the last day . Upon dissolution of the calendar month in which Company, a true, just and final accounting of all transactions relating to the dissolution occurs or the final liquidation is completed, as applicable. (iii) The Liquidator(s) shall 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. (iv) The Liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations business of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment shall be made. Liabilities of the Company shall be paid and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) may reasonably determine). (v) All remaining assets of the Company shall be distributed to in accordance with the Memberprovisions of Section 13.3 hereof as soon as is reasonably possible after the dissolution of the Company.

Liquidation and Termination. On dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more Members as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidator shall continue to operate the Company’s Company properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) liquidator are as follows: (ia) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (ii) As promptly as possible after dissolution and again after final liquidation, the Liquidator(s) liquidator shall cause a proper accounting to be made by 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 applicable.; (iiib) The Liquidator(s) the liquidator shall 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.Company; (ivc) The Liquidator(s) the liquidator shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine); and (d) with respect to all patents, copyrights, trademarks, trade secrets or other proprietary rights (collectively the "Intellectual Property Assets") of the Company, including those Intellectual Property Assets contributed upon the formation of the Company and those acquired or developed by Company thereafter, BellSouth and Numerex shall become joint owners of such Intellectual Property Assets with no right or duty of accounting to the other party. The liquidator shall prepare and execute all documents deemed reasonably necessary by BellSouth or Numerex in order to perfect and record the ownership rights contemplated by this section 14.2(d). (ve) All all remaining assets of the Company shall be distributed to the MemberMembers as follows: (i) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members; (ii) with respect to all Company property that has not been sold, the Agreed Value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the Agreed Value of that property on the date of distribution; (iii) after allocations of Profits and Losses have been made pursuant to Article VI, to pay to the Members the amounts of the remaining positive balances in their Capital Accounts (determined as of the date of such distribution); provided, however, that if Numerex has not made all of the Additional Capital Contributions required pursuant to Section 4.7(a), assets shall first be distributed in proportion to the Members' respective Capital Contributions until each Member has received (taking into account cumulative distributions by the Company) an amount equal to its Capital Contributions; and (iv) thereafter, to pay any balance remaining to the Members, in proportion to their respective Percentage Interests. All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash and/or property to a Member in accordance with the provisions of this Section 14.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company's property and constitutes a compromise to which all Members have consented within the meaning of article 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Liquidation and Termination. On Upon dissolution of the Company, the Company Board Manager shall act as liquidator or may appoint in writing one or more Members as liquidator liquidators (who may but need not be a Member or the “Liquidator”Manager). The Liquidator(s) , who shall proceed diligently have full authority to wind up the affairs of the Company and to make a final distributions distribution as provided herein and in the Actherein. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(sliquidator(s) shall continue to operate the Company’s properties , with all of the power and authority of the Company BoardManagement Committee and the Manager, to the extent necessary or appropriate for the efficient completion of liquidation. The steps to be accomplished by the Liquidator(sliquidator(s) are as follows: (a) Without limitation of the foregoing, the liquidator(s) shall have the power and authority (i) The Liquidator(sto complete any transaction and satisfy any obligation uncompleted or unsatisfied at the time of dissolution if the transaction or obligation arises out of Operations prior to dissolution and (ii) shall use their commercially reasonable efforts to reduce to cash grant or receive extensions of time or change the method of payment of already existing liabilities or obligations, prosecute and cash equivalent items such assets defend actions on behalf of the Company, encumber Assets, and take any other reasonable action in any matter with respect to which the Company as the Liquidator(s) shall deem it advisable continues to sellhave, subject or appears or is alleged to obtaining fair value for such assets and any tax have, an interest or other legal considerationsliability. (iib) As promptly as possible practicable after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by a recognized firm of independent certified public accountants of the Company’s 's assets, liabilities liabilities, Business and operations Operations, through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.the case may be, including in such accounting the profit or loss resulting from the actual or deemed sale or distribution of Assets, as provided in Exhibit C. (iiic) The Liquidator(sliquidator(s) shall cause pay the notice described in the Act to be mailed to each known creditor of debts and claimant against the Company in the manner described thereunder. (iv) The Liquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (includingtherefor, without limitation, including but not limited to by the establishment creation of a one or more cash fund escrow funds for contingent liabilities in such amount amounts and for such term terms as the Liquidator(sliquidator(s) may reasonably shall determine. The liquidator(s) shall then by payment of cash and/or property (in the sole discretion of the liquidator(s)), and, in the case of property, valued by an independent appraiser selected by the liquidator(s) at fair market value as of the date of dissolution, distribute to the Members in proportion to their respective Ownership Interests as of such date, such amounts of cash and property as are required to dispose of all remaining Assets. For purposes of this Section 14.6, a distribution of an asset or an undivided interest in an asset in kind to a Member shall be considered a distribution of an amount equal to the fair market value of such asset or undivided interest. A Member shall have the right to designate another person or entity to receive any property that otherwise would be distributed in kind to that Member pursuant to this Section 14.6. (vd) All remaining assets Any real property distributed to the Members pursuant to this Section 14.6 shall be (i) conveyed by special warranty deed and (ii) subject to all Encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Member(s) receiving such property. (e) Except as expressly provided in the Agreement, the liquidator shall comply with any applicable requirements of the Act and other Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be distributed completed within any time limits imposed by Treasury Regulations Sec. 1.704-1(b) (2) (ii) and (g), the Act and other Law. (f) The distribution of cash or property to the MemberMembers in accordance with the provisions of this Section 14.6 shall be deemed to constitute a complete (i) return to the Members of their respective Capital Contributions and (ii) distribution to the Members of their respective interests in the Company and in all property of the Company. Subject to Sections 4.1 and 4.2 of the LLC Members' Agreement and other applicable provisions of the Agreement, neither Member shall have any obligation to contribute to the Company or to pay to the other Member or any other person or entity any deficit in its Capital Account. (g) Upon the completion of the distribution of the Company's assets as provided in this Section 14.6, the Company shall be terminated and the liquidator shall file a certificate of cancellation and take such other actions as may be necessary to terminate the Company.

Liquidation and Termination. On dissolution of the Company, the Company Board shall act as liquidator or may appoint one or more Members Officers as liquidator (the “Liquidator”)liquidator. The Liquidator(s) liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the Liquidator(s) liquidators shall continue to operate the Company’s properties 's Officers Properties with all of the power and authority of the Company Board. The steps to be accomplished by the Liquidator(s) liquidators are as follows: (i) The Liquidator(s) shall use their commercially reasonable efforts to reduce to cash and cash equivalent items such assets of the Company as the Liquidator(s) shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations. (iiA) As promptly as possible after dissolution and again after final liquidation, the Liquidator(sliquidator(s) shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s 's assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable. (iiiB) The Liquidator(sliquidator(s) shall 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. (ivC) The Liquidator(sliquidator(s) shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidator(s) liquidator may reasonably determine). (vD) All The balance, if any, of the Company's remaining assets of the Company shall be distributed to the MemberMembers in accordance with Section 5.