Common use of Winding Up and Termination Clause in Contracts

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (CB) Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Members. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 11.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The liquidator 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (CB) Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Members. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.02. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Members; (B) 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 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 capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days days after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 13.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 13.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01, the Management Committee Board shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyProperty, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5V; (B) with respect to all Company property Property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property Property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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 their relative positive Capital Account balances after the date of the liquidation)allocations pursuant to Section 5.01 have been made. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all of the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Liquidator shall, under the supervision of the Management Committee shall select one Member to act as liquidator. The liquidator shall Committee, proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the ActDRUPA. The costs of winding up shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the MembersPartners. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of independent certified public accountants of the Company's Partnership’s assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Company Partnership funds all of the Indebtedness indebtedness of the Partnership and other debts, liabilities and obligations of the Company Partnership (including all expenses incurred in winding up and any loans described in Section 4.034.2) or otherwise make adequate reasonable provision 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); and (iii) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (A) the liquidator Liquidator may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5; (B) with respect to all Company 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 to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company all Partnership property (including cashand all cash in excess of that required to discharge liabilities or obligations as provided in Section 11.2(a)(ii) shall be distributed among to the Members Partners in accordance with with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after making all Capital Account adjustments required herein. Distributions pursuant to this Section 5.02; and those distributions 11.2(a)(iii)(C) shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member Partner in accordance with the provisions of this Section 11.02 11.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its Membership Partnership 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 ActPartner’s property. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds. (c) No dissolution or termination of the Partnership shall relieve a Partner from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Partnership that there is a reasonable basis for believing will ever be needed again shall be furnished to the Liquidator, which shall keep such books and records (subject to review by any Person that was a Partner at the time of dissolution) for a period of at least three years. At such time as the Liquidator no longer agrees to keep such books and records, it shall offer the Persons who were Partners at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyproperty (except cash), including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in the same manner in which non-liquidating distributions are made in accordance with Section 5.02; 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)5.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, it has no claim Claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by Applicable Law.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 13.1(a)(i) or Section 13.1(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members in accordance with Article VI if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.2; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 13.2 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act’s property. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (CB) Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Members. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On The winding up of the occurrence Company shall commence on the day of a the applicable Dissolution Event, but this Agreement shall not terminate until the Management Committee Company Assets have been distributed in accordance with the terms of this Article 8. The Board shall select one Member to act as liquidatorliquidator (the “Liquidator”). The liquidator Liquidator shall immediately proceed diligently to wind up and terminate the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up liquidation shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the business and assets of the Company properties with all of the power and authority of the MembersBoard. Maintenance of property, borrowing and expenditures of Company funds for legitimate Company purposes to effectuate or facilitate the winding up or the liquidation of the Company affairs shall be authorized if the Liquidator, in the exercise of its business judgment, believes that the interests of the Company would be best served thereby, and such actions shall not be construed to involve a continuation of the Company. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assetsCompany Assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Company the Company’s funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property Assets (including cash) shall be distributed among the Members in accordance with Section 5.02; and the ratio of the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those distributions shall be made by the end reason of distributions pursuant to this Section 8.2(a)(iii)) for the taxable year of the Company period during which the liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation)Liquidation Date occurs. (b) The distribution of cash or property other assets to a Member in accordance with the provisions of this Section 11.02 8.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Member Interest and all the Company's property Company Assets and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyproperty (except cash), including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Class A Members. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, it has no claim Claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by Applicable Law.

Winding Up and Termination. (a) On Unless otherwise provided herein, upon the occurrence dissolution of a Dissolution Eventthe Partnership no further business shall be conducted, except for such action as shall be necessary for the Management Committee winding-up of the affairs of the Partnership and the distribution of its assets pursuant to the provisions of this Section 10.2. The General Partner shall select act as liquidating trustee, or may appoint in writing one Member or more other Persons to act as liquidator. The liquidator liquidating trustee or trustees, and such trustee or trustees shall proceed diligently have full authority to wind up the affairs of the Company Partnership and to make final distributions distribution as provided herein and herein. (b) Upon dissolution of the Partnership, the liquidating trustee or trustees shall sell or distribute in kind all Partnership property as determined in the Actsole discretion of the liquidating trustee or trustees. The liquidating trustee or trustees shall ascertain the fair market value by appraisal or other reasonable means of all Partnership property not sold, and upon distribution of such property each Partner’s Capital Account shall be adjusted as if such property had been sold at such fair market value and gains and losses realized thereby had been allocated to the Partners in accordance with Article V hereof. The liquidating trustee or trustees shall pay all Partnership debts, obligations and liabilities, including all debts, obligations and liabilities to the Partners and all costs of winding up shall be borne as dissolution. If a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with General Partner has a negative balance in its Capital Account after all liabilities of the power Partnership are paid to the extent possible and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness cash and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be Partnership are distributed to the Members as follows: (A) Partners in the liquidator may sell any termination and liquidation of the Partnership and after all allocations under Article V hereof are reflected in the Partners’ respective Capital Accounts, such General Partner shall contribute cash or property to the Partnership in an amount equal to the amount necessary to bring the balance in its Capital Account up to zero. Thereafter, the liquidating trustee or trustees shall pay all Company propertyremaining debts, including to Membersobligations, and any resulting gain or loss from each sale liabilities of the Partnership, if any, and the Partners’ and Assignees’ positive Capital Account balances, if any. Any property that is distributed in kind shall be computed and allocated to reduce the Capital Accounts Account of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, distributee by the fair market value of that such property shall be as determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions above. The liquidating distribution shall be made by the Partnership and a General Partner shall restore the negative balances in its Capital Account by the later of the end of the Partnership taxable year of the Company during in which the liquidation of the Company occurs or ninety (or, if later, 90 Days 90) days after the date of the liquidation. For purposes of the preceding sentence, the date of liquidation shall be determined in accordance with Regulation § 1.704-1(b)(2)(ii)(g). (bc) The distribution liquidating trustee or trustees shall comply with this Agreement and all requirements of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Partnership Act and other applicable law pertaining to the Member winding-up of its Capital Contributions and a complete distribution limited partnership. (d) The Limited Partner shall look solely to the Member 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) assets of the Act. To Partnership for the extent that a Member returns funds return of their Capital Contributions, and if the Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return their Capital Contributions, they shall have no recourse against the Company, it has no claim against General Partner or any other Member Person for those fundsthat purpose.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall select one designate a Member or other Person to act serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.01; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. At such time as the Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Members shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) A. 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 in accordance with the provisions of Article 5VI; (B) B. with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) C. Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.11 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyproperty (except cash), including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Members. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. No Member shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by Law.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Members shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) A. 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 in accordance with the provisions of Article 5VI; (B) B. with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) C. Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.2; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Members shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 5VI; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in such property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those 6.1. All distributions in kind to the Members shall be made by subject to the end liability of the taxable year of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company during which the liquidation of the Company occurs (or, if later, 90 Days after has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the liquidation). (b) distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On The winding up of the occurrence Partnership shall commence on the day of a the applicable Dissolution Event, but this Agreement shall not terminate until the Management Committee Partnership Assets have been distributed in accordance with the terms of this Article 8. The General Partner shall select one Member to act as liquidator or it may appoint one or more Partners as liquidator; provided, however, that (x) no Partner with respect to which a Bankruptcy event has occurred shall serve as (or act with any other Person as) the liquidator (the “Liquidator”) and (y) if application of the foregoing clause (x) results in there being no liquidator, then the Liquidator shall be selected by Partners holding a majority in Sharing Ratios (calculated without reference to any Partner referred to in clause (x) of this Section 8.2(a)). The liquidator Liquidator shall immediately proceed diligently to wind up and terminate the affairs of the Company Partnership and make final distributions as provided herein and in the Act. The costs of winding up liquidation shall be borne as a Company Partnership expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties business and assets of the Partnership with all of the power and authority of the MembersGeneral Partner. Maintenance of property, borrowing and expenditures of Partnership funds for legitimate Partnership purposes to effectuate or facilitate the winding up or the liquidation of the Partnership affairs shall be authorized if the Liquidator, in the exercise of its business judgment, believes that the interests of the Partnership would be best served thereby, and such actions shall not be construed to involve a continuation of the Partnership. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's assetsPartnership Assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Company the Partnership’s funds all of the Indebtedness and other debts, liabilities and obligations of the Company Partnership (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property Partnership Assets (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; and the ratio of the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those distributions shall be made by the end reason of distributions pursuant to this Section 8.2(a)(iii)) for the taxable year of the Company period during which the liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation)Liquidation Date occurs. (b) The distribution of cash or property other assets to a Member Partner in accordance with the provisions of this Section 11.02 8.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its Membership Partner Interest and all the Company's property Partnership Assets and constitutes a compromise to which all Members Partners have consented pursuant to Section 1817-502(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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersManaging Member. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; the positive balance in their Capital Accounts after giving effect to all contributions, distributions, 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)allocations for all periods. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of the winding up of the Company and such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent not subject to a Continuation Election, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 Member in accordance with the provisions of Article Articles 4 and 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution; and (C) after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, Company property (including cash) shall be distributed among to all of the Members in accordance with Section 5.02amounts equal to the Members' positive Capital Account balances; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 11.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Members; (B) 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 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 capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days days after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 12.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 13.01(a)(i) or Section 13.01(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 13.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actproperty. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all with respect to the remaining assets of the Company shall be distributed to the Members as followsCompany: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company property, including to MembersMembers at such price, and any resulting gain or loss from each sale shall be computed and allocated to but in no event lower than the Capital Accounts of the Members in accordance with the provisions of Article 5;fair market value thereof; and (B) with respect to all Company property that has not been sold, the fair market value Gross Asset Values of that such property shall be determined pursuant to subsection (b) of the definition of Gross Asset Value; and (iv) items of income and gain (including any income and gain attributable to the disposition of Property pursuant to Section 12.02(a)(iii)) for the Allocation Year during which the Dissolution Event occurs and thereafter 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 items of gross income and gain equal to any such deficit balance in its Capital Account and such deficit balance has thereby been eliminated; provided, during the PTC Period any allocations required to be made under this Section 12.02(a)(iv) shall be made by giving the Class A Members a priority allocation of gross income from the production and sale of electricity that generates PTCs (and thus the Class A Members shall be allocated the PTCs); (v) any remaining items of income, gain, loss and deduction (including any items attributable to the disposition of Property pursuant to Section 12.02(a)(iii)) for the Allocation Year during which the Liquidation Date 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 12.02(a)(vi) in accordance with the following target liquidation distributions: (A) First, 100% to EFS Noble Holdings or any successor to the Class A Units held by EFS Noble Holdings on the Effective Date in an amount equal to the excess, if any, of (1) the Relevant Damages calculated under Section 3.02(d)(iii) or 3.02(e)(iii) over (2) the aggregate distributions made pursuant to Section 5.02(f). (B) Second, 100% to the Class B Member in accordance with its Pro Rata Share until the sum of the aggregate amount of Distributable Cash and Liquidation Proceeds distributed and distributable to the Class B Member equals the aggregate amount of Capital Contributions made by the Class B Member with respect to Class B Units; provided, no allocation under this Section 12.02(a)(v)(B) to achieve the target liquidation distribution to the Class B Member shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected create or increase a deficit balance in the Capital Accounts previously would be allocated among Account of any Class A Member; (C) Third, 100% to the Class A Members if there were a taxable disposition of that property in accordance with their Pro Rata Shares until the Flip Point shall occur (for the fair market value avoidance of that property on doubt, using the date calculation rules and conventions of distributionSection 5.06(b)(i) through (iv)); and (CD) Company property (including cash) shall be distributed among Fourth, subject to Section 5.03, 5.00% to the Class A Members in accordance with Section 5.02; their Pro Rata Shares and those distributions shall be made by 95.00% to 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). (b) The distribution of cash or property to a Class B Member in accordance with the provisions of this its Pro Rata Share; and (vi) After giving effect to all allocations (including those under Section 11.02 constitutes a complete return to the Member of its Capital Contributions 5.01 and a complete distribution to the Member of its Membership Interest Sections 12.02(a)(iv) and (v)), all distributions (including those under Section 5.02) 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. To the extent that a Member returns funds to the Company, it has no claim against any other Member for contributions (including those funds.under Sections 4.01 and

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) the liquidator shall distribute all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 12.3 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 days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made and except as otherwise provided in Section 7.5, the Management Committee Managing Member shall first cause the Exchange of each outstanding Series B Unit (other than those held by ARMM) for ARMM Common Units pursuant to the provisions of Section 7.5 and thereafter may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expenseby the holders of the Series A Units, including reasonable compensation to the liquidator if approved by the Managing Member. Until final distribution, the liquidator shall continue to operate the Company properties act with all of the power and authority of the MembersManaging Member. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value Fair Market Value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value Fair Market Value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members as follows: (A) first, 100% to the holders of the outstanding Series A Units in accordance with Section 5.02; proportion to the respective number of Series A Units held by each such holder until the holders of Series A Units have received an aggregate distribution equal to $2,000,000,000.00; (B) thereafter (A) 100% minus the Series B Percentage to the holders of the outstanding Series A Units in proportion to the respective number of Series A Units held by each such holder, and those (B) the Series B Percentage to the holders of the outstanding Series B Units in proportion to their respective Series B Sharing Ratios. All distributions in kind to the Members shall be made by subject to the end liability of the taxable year of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company during which the liquidation of the Company occurs (or, if later, 90 Days after has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the liquidationdistributee pursuant to this Section 12.2(c). (b) . The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2(c) constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01(a)(i), Section 12.01(a)(ii) or Section 12.01(a)(iii), the Management Committee Members shall act as liquidator or select one Member a Person to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyProperty, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5V; (B) with respect to all Company property Property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property Property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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 their relative positive Capital Account balances after the date of the liquidation)allocations pursuant to Section 5.01 and Section 5.02 have been made. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member to act as as, or alternatively appoint, a liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.2; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.13 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Executive Committee shall select one Member to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The reasonable costs of winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debtsindebtedness, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; , 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01(a)(i) or Section 12.01(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actproperty. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; the positive balance in their Capital Accounts after giving effect to all contributions, distributions, 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)allocations for all periods. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in the same manner in which non-liquidating distributions are made in accordance with Section 5.02; 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)5.1. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member to act as as, or alternatively appoint, a liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.2; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.11 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 6.1(c), 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 days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 12.1(c). The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.1(c) constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee General Partner (or, if there is no General Partner, the Limited Partners holding a majority of the outstanding Class A Interests, taken together as a single class) shall select one Member or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Partnership Act. The costs of winding up shall be borne as a Company Partnership expense, including reasonable compensation to the liquidator. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the MembersGeneral Partner. The Subject to the terms in the Partnership Act, the steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Partnership’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company Partnership funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) Partnership or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows; provided, however, that the liquidator shall use reasonable best efforts to distribute cash to Partners: (Ai) the liquidator may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5VIII; (Bii) with respect to all Company 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 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 Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company Partnership property (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; 7.1, and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days days after the date of the liquidation). (b) . All distributions in kind to Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash or and/or property to a Member Partner in accordance with the provisions of this Section 11.02 14.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its Membership Interest and Interests of all the Company's Partnership’s property and constitutes a compromise to which all Members Partners have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)5.3. (b) If the foregoing distributions to the Members do not equal the Members’ respective positive Capital Account balances as determined after giving effect to the foregoing adjustments and to all adjustments attributable to allocations of Net Profits or Net Losses 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 Profits and Net 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 which corresponds to the amount of the distribution to such Member. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. 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. (d) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%) of the NEP Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%) of the NEP Member’s Effective Date Capital Contribution; provided, however, that in no event shall the foregoing obligation of the NEP Member to restore the deficit balance of its Capital Account apply in connection with or following a Liquidity Event. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Operator shall serve as liquidator under the supervision of the Management Committee shall select one Member to act as liquidatorCommittee. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the MembersPartners. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Partnership’s assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company Partnership funds all of the Indebtedness indebtedness of the Partnership and other debts, liabilities and obligations of the Company Partnership (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (A) the liquidator may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5; (B) with respect to all Company 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 to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company Partnership property (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its Membership Partnership 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 ActPartner’s property. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds. (c) No dissolution or termination of the Partnership shall relieve a Partner from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Partnership that there is a reasonable basis for believing will ever be needed again shall be furnished to the liquidator, which shall keep such books and records (subject to review by any Person that was a Partner at the time of dissolution) for a period at least three years. At such time as the liquidator no longer agrees to keep such books and records, it shall offer the Persons who were Partners at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Liquidator shall, under the supervision of the Management Committee shall select one Member to act as liquidator. The liquidator shall Committee, proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of winding up 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 Members. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Liquidator 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 and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Company funds all of the Indebtedness indebtedness of the Company and other debts, liabilities and obligations of the Company (including liabilities to Members, to the extent permitted by law); and all expenses incurred in winding up and any loans described in Section 4.03) 3.02 or otherwise make adequate reasonable provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determinedetermine in accordance with Section 18-804 of the Act); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator 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 in accordance with the provisions of Article 5V; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) all Company property (including cashand all cash in excess of that required to discharge liabilities or obligations as provided in Section 9.02(a)(ii) shall be distributed among to the Members in accordance with with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after making all Capital Account adjustments required herein. Distributions pursuant to this Section 5.02; and those distributions 9.02(a)(iii)(C) 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 the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Company 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 ActMember’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) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the Liquidator, which shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period of at least three years. At such time as the Liquidator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee General Partner (or, if there is no General Partner, the Limited Partners holding a majority of the outstanding Class A Interests, taken together as a single class) shall select one Member or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Partnership Act. The costs of winding up shall be borne as a Company Partnership expense, including reasonable compensation to the liquidator. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the MembersGeneral Partner. The Subject to the terms in the Partnership Act, the steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Partnership’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company Partnership funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) Partnership or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows; provided, however, that the liquidator shall use reasonable best efforts to distribute cash to Partners: (Ai) the liquidator may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5VIII; (Bii) with respect to all Company 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 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 Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company Partnership property (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; 7.1, and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days days after the date of the liquidation). (b) . All distributions in kind to Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 14.2. The distribution of cash or and/or property to a Member Partner in accordance with the provisions of this Section 11.02 14.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner with respect to its Interests of its Membership Interest and all the Company's Partnership’s property and constitutes a compromise to which all Members Partners have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.1(a), the Management Committee Class A Members shall act as liquidator or select one Member a Person to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyProperty, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5V; (B) with respect to all Company property Property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property Property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)5.4. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence termination of a Dissolution EventSeries, the Management Committee shall select one designate a Member or other Person to act serve as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company Series and make final distributions as provided herein and in the Act. The costs of winding winding-up shall be borne as a Company Series expense. Until final distribution, the liquidator shall continue to operate the Company Series properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution termination and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Series’ assets, liabilities, and operations through the last calendar day Day of the month in which the dissolution termination occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company Series funds all of the Indebtedness of the Series and other debts, liabilities and obligations of the Company Series (including all expenses incurred in winding winding-up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company Series shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company Series 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 with respect to the Series in accordance with the provisions of Article 5; (B) with respect to all Company Series property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members with respect to the Series 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 with respect to the Series previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company Series property (including cash) shall be distributed among the Members in accordance with Section 5.025.01; and those distributions shall be made by the end of the taxable year of the Company Series during which the liquidation of the Company Series occurs (or, if later, 90 [***] Days after the date of the liquidation). (b) The distribution of cash or property to a Member with respect to a Series in accordance with the provisions of this Section 11.02 12.02 constitutes a complete return to the Member of its Capital Contributions with respect to the Series and a complete distribution to the Member of its Membership Interest with respect to the Series and all the Company's Series property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the CompanyCompany or any Series, it has no claim against any other Member for those funds. Except as otherwise provided by applicable laws, upon termination of a Series, each Member associated with such Series shall look solely to the assets of such Series for the return of its Capital Contributions made with respect to such Series, and if the assets of such Series remaining after payment of or due provision for the debts and liabilities of the Company with respect to such Series are insufficient to return such Capital Contributions, such Members shall have no recourse against any other Series, the Company or any other Member, except as otherwise provided by law. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the Operator, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. At such time as the Operator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody, and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Common Unitholders shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) A. 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 in accordance with the provisions of Article 5VI; (B) B. with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) C. Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.11 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersManaging Member. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: : (A) 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 in accordance with the provisions of Article 5; Members; (B) 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 capital accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 10.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 10.2. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows:: 868227.25C-WILSR01A - MSW (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. 868227.25C-WILSR01A - MSW (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%) of the NEP Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and 868227.25C-WILSR01A - MSW records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyProperty, including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in the same manner in which non-liquidating distributions are made in accordance with Section 5.02; 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)5.1. (b) The distribution of cash or property Property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's property ’s Property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Members; (B) 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 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 capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02the positive capital account balances of the Members, as determined after taking into account all capital account adjustments for the taxable year of the Company during which the liquidation of the Company occurs (other than those made by reason of this clause (iii)); and those distributions shall be made by the end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days days after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 14.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 14.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On Upon the occurrence dissolution of a Dissolution Eventthe Company, unless it is reconstituted pursuant to the Act, the Management Committee Board or a Person or Persons selected by the Board shall select one Member to act as liquidator. The liquidator or shall proceed diligently appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. The costs of winding up 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 Membersherein. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolution and again after final winding upliquidation, the 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 calendar day of the month in which the dissolution occurs or the final winding up liquidation is completed, as applicable;appropriate. (iib) the The liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debtsdebts (including the debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03liquidation) or otherwise make adequate provision 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); and. (iiic) all remaining assets of To the extent that the Company shall be distributed to the Members as followshas any assets remaining: (Ai) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;6. (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions their respective positive Capital Account balances. (d) Except as expressly provided herein, the liquidator shall be made by the end comply with any applicable requirements of the taxable year Act and all other applicable laws pertaining to the winding up of the affairs of the Company during which and the liquidation final distribution of the Company occurs (or, if later, 90 Days after the date of the liquidation)its assets. (be) The 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. (f) On completion of the distribution of cash or property Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Article 2 and take such other actions as may be necessary to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all terminate the Company's property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Eventan event described in Section 9.1, the Management Committee Managing Member shall select one Member appoint a Person, which may be the Managing Member, to act as liquidatorliquidator (the "Liquidator"). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in accordance with this Section 9.2 and to make the final distributions as provided herein and in described herein, with the Act. The costs of winding up shall be being borne as a Company expense. Until final distributionThe Liquidator shall have a reasonable period of time in which to conduct such winding up, the liquidator shall continue in order to operate the Company properties with all facilitate an orderly liquidation of the power Company's assets and authority to minimize any losses that may be caused by the sale of the Memberssuch assets in connection with such liquidation. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after the dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall pay or discharge from Company funds all of funds, or make adequate provisions for the Indebtedness and other future payment or discharge of, the debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); andCompany; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator 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 in accordance with the provisions of Article 5Section 5.1; (Biv) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members under Section 5.1 if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Cv) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; and those 5.6(d). Such 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 ninety (90) days after the date of the liquidation). (b) The distribution of cash or property to a Member ; provided, however, that, in accordance with the provisions of this Section 11.02 constitutes 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 and constitutes a compromise to which all Members have consented selling Transmission Facilities pursuant to Section 18-502(b9.2(iii) of and in distributing Transmission Facilities pursuant to this Section 9.2(v), in the Act. To event that the extent that Liquidator receives written notice from a Member returns funds of such Member's desire to reacquire Transmission Facilities previously contributed to the CompanyCompany by such Member, it has no claim against any the Liquidator, consistent with its other Member for those fundsobligations hereunder, shall endeavor to sell or distribute (as the case may be) such Transmission Facilities to such Member.

Winding Up and Termination. (a) On Upon the occurrence dissolution of a Dissolution Eventthe Company, unless it is reconstituted pursuant to the Act, the Management Committee Board or a Person or Persons selected by the Board shall select one Member to act as liquidator. The liquidator or shall proceed diligently appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. The costs of winding up 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 Membersherein. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolution and again after final winding upliquidation, the 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 calendar day of the month in which the dissolution occurs or the final winding up liquidation is completed, as applicable;appropriate. (iib) the The liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debtsdebts (including the debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03liquidation) or otherwise make adequate provision 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); and. (iiic) all remaining assets of To the extent that the Company shall be distributed to the Members as followshas any assets remaining: (Ai) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;6. (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇ ▇▇▇▇▇▇ LLC reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions their respective positive Capital Account balances. (d) Except as expressly provided herein, the liquidator shall be made by the end comply with any applicable requirements of the taxable year Act and all other applicable laws pertaining to the winding up of the affairs of the Company during which and the liquidation final distribution of the Company occurs (or, if later, 90 Days after the date of the liquidation)its assets. (be) The distribution of cash or property to a Member Notwithstanding any provision in accordance with the provisions of this Section 11.02 constitutes a complete return Agreement to the contrary, no Member of shall be obligated to restore a deficit balance in its Capital Contributions and a complete distribution to the Member 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. To the extent that a Member returns funds to the Company, it has no claim against Account at any other Member for those fundstime.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Delaware LLC Act. The costs of winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent conditional or unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and; (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company propertyproperty (except cash), including to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distributionMember; and (Civ) all remaining assets of the Company property (including cash) shall be distributed among to the Members in accordance with Section 5.02; 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)Member. (b) The distribution of cash or property to a the Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and its share of all the Company's ’s property and constitutes a compromise to which all Members have the Member has consented pursuant to within the meaning of Section 18-502(b) of the Delaware LLC Act. To the extent that a The Member returns funds shall not be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, it has no claim against any other Member for those fundsthe existence of the Company shall terminate (and the Term shall end), except as may be otherwise provided by Applicable Law.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall select one designate a Member or other Person to act serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the Service Provider, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as the Service Provider no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which 853984.14-WILSR01A - MSW liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than one percent (1%) of the NEP Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator 853984.14-WILSR01A - MSW reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody and (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Operator shall serve as liquidator under the supervision of the Management Committee shall select one Member to act as liquidatorCommittee. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness of the Company and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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 the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the liquidator, which shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as the liquidator no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board (or, if there is no Board, ▇▇▇▇▇▇ and GEM) shall select one Member or more Persons to act as liquidatorliquidating trustee or the Board may itself act as liquidating trustee. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Company COMPANY and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company COMPANY expense, including reasonable compensation to the liquidating trustee. Until final distribution, the liquidator liquidating trustee shall continue to operate the Company COMPANY properties with all of the power and authority of the MembersBoard. The Subject to the terms of the Act, the steps to be accomplished by the liquidator liquidating trustee are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's COMPANY’s assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; operations; (iib) the liquidator liquidating trustee shall pay, satisfy or discharge from Company the COMPANY funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) COMPANY or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and un-matured liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine); and and (iiic) all remaining assets of the Company COMPANY shall be distributed to the Members as follows: ; provided, that the liquidating trustee shall use reasonable best efforts to distribute cash to Members: (Ai) the liquidator liquidating trustee may sell any or all Company the 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 in accordance with the provisions of Article 5; VII; (Bii) with respect to all Company the COMPANY property that has not been sold, the fair market value of that property shall be determined by the liquidating trustee, and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members pursuant to Article VII if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and and (Ciii) Company property (including cash) the assets of the COMPANY shall be distributed among to the Members in accordance with Section 5.02; 6.1. The allocations and those distributions provided for in this Agreement are intended to result in the Capital Account of each Member immediately prior to the distribution of the COMPANY assets pursuant to this Section 12.3(c)(iii) being equal to the amount that would be distributable to such Member pursuant to Section 6.1. The 32 78378947;16 4139-5401-0203.3 COMPANY is authorized to make appropriate adjustments to the allocation of items of income, gain, loss and deduction as necessary to cause the amount of each Member’s Capital Account immediately prior to the distribution of the COMPANY’s assets pursuant to this Section 12.3(c)(iii) to equal the amount that would be distributable to such Member pursuant to Section 6.1. Notwithstanding anything to the contrary in this Section 12.3(c)(iii), if application of the preceding sentence does not result in final Capital Account balances that would permit liquidating distributions to be made in accordance with the Capital Accounts, then liquidating distributions shall be made pursuant to Section 6.1. All such distributions pursuant to this Section 12.3(c)(iii) shall be made by the end of the taxable year Fiscal Year of the Company COMPANY during which the liquidation of the Company COMPANY occurs (or, if later, 90 Days ninety (90) days after the date of the liquidation). (b) . All distributions in kind to 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 12.3. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 11.02 12.3 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member in respect of its Membership Interest and interests in all the Company's COMPANY’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member returns funds assets being distributed are other than cash, such assets shall be distributed, to the Companyextent practicable and in compliance with this Section 12.3, to the Members in equal proportions. Each Member agrees that the liability for the return of its Capital Contribution is limited to the COMPANY and to the COMPANY’s assets. In the event the COMPANY’s assets are insufficient to return the full amount of a Member’s Capital Contribution, each Member hereby waives any and all claims whatsoever that it has no claim might otherwise have against any other Member for those fundsthe Board and each of such Board member’s Affiliates with respect to its assets in connection with such liquidation.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from each sale shall 953941.04-WILSR01A - MSW be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), XPLR Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of XPLR Member’s Membership Interest, XPLR Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of XPLR Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than one percent (1%) of XPLR Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) XPLR Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which XPLR Member’s deficit restoration obligation exceeds the absolute value of XPLR Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) XPLR Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of XPLR Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have 953941.04-WILSR01A - MSW any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody and (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.03; and those distributions shall be made by before the end of the taxable year in which 953833.04-WILSR01A - MSW liquidation of the Company occurs or, if later, within 90 days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), XPLR Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of XPLR Member’s Membership Interest, XPLR Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of XPLR Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%)of XPLR Member’s Effective Date Contribution Amount. Notwithstanding the foregoing, (A) XPLR Member will have the unilateral right by notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which XPLR Member’s deficit restoration obligation exceeds the absolute value of XPLR Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) XPLR Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of XPLR Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.03. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as 953833.04-WILSR01A - MSW of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Member shall select one Member to act as appoint a liquidator. The 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 winding up shall be borne treated 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 MembersExpense. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (iib) the liquidator shall cause the notice described in the Act, if any, to be mailed to each known creditor of and claimant against the Company in the manner described in the Act; (c) the liquidator shall pay, satisfy or discharge from the Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iiid) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect Section 6.2. All distributions in kind 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 made subject to reflect the manner in liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the unrealized income, gain, loss, and deduction inherent in property that Company has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on committed prior to the date of distribution; and (C) Company property (including cash) termination and those costs, expenses, and liabilities shall be distributed among allocated to the Members in accordance with distributee pursuant to this Section 5.02; 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). (b) 9.2. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest Units and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of under the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, unless a Continuation Election has been made, the Management Committee Board of Directors shall select one Member to act as appoint a liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.01) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 Company s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On Upon the occurrence dissolution of a Dissolution Eventthe Company, unless it is reconstituted pursuant to the Act, the Management Committee Board or a Person or Persons selected by the Board shall select one Member to act as liquidator. The liquidator or shall proceed diligently appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. The costs of winding up 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 Membersherein. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolution and again after final winding upliquidation, the 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 calendar day of the month in which the dissolution occurs or the final winding up liquidation is completed, as applicable;appropriate. (iib) the The liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debtsdebts (including the debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03liquidation) or otherwise make adequate provision 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); and. (iiic) all remaining assets of To the extent that the Company shall be distributed to the Members as followshas any assets remaining: (Ai) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;6. (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the LIMITED LIABILITY COMPANY AGREEMENT HOPE SHIPCO LLC unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions their respective positive Capital Account balances. (d) Except as expressly provided herein, the liquidator shall be made by the end comply with any applicable requirements of the taxable year Act and all other applicable laws pertaining to the winding up of the affairs of the Company during which and the liquidation final distribution of the Company occurs (or, if later, 90 Days after the date of the liquidation)its assets. (be) The 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. (f) On completion of the distribution of cash or property Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Article 2 and take such other actions as may be necessary to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all terminate the Company's property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01(a)(i) or Section 12.01(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; 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). (bD) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and1557237.09-WASSR01A - MSW (iii) all with respect to the remaining assets of the Company shall be distributed to the Members as followsCompany: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company property, including to MembersMembers at such price, but in no event lower than the fair market value thereof, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;clauses (iv) and (v) below; and (B) 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 in accordance with clauses (iv) and (v) below. (iv) after giving effect to reflect the manner special allocations in which Section 5.01(b), items of gross income, gain and credit arising in connection with the unrealized liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such negative balance has thereby been eliminated; (v) any remaining items of income, gain, credit, loss, deduction and deduction inherent credit arising in property that has not been reflected in connection with the Capital Accounts previously would liquidation shall be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02their Pro Rata Shares; and those distributions and (vi) the remaining assets of the Company, shall be made by distributed to 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). (b) The distribution of cash or property to a Member Members in accordance with the provisions of this Section 11.02 constitutes a complete return positive balance in their Capital Accounts, after giving effect to the Member of its Capital Contributions all contributions, distributions and a complete distribution to the Member of its Membership Interest and allocations for all the Company's property and constitutes a compromise to which all Members have consented pursuant to 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 fundsperiods.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Service Provider or Operator, as applicable, shall select one Member to act as liquidator. the liquidator and the winding up of the Company shall occur in accordance with the following: (a) The liquidator shall proceed diligently to wind up the affairs of the Company, including (i) causing an accounting to be made of the Company’s assets and liabilities, (i) causing any notices or filings required to be given or made under applicable Law to be so given or made and (i) selling the Company’s assets for the best price reasonably available (and if the assets are not able to be sold, the assets may be distributed in kind to the Members). Subject to the terms of this Agreement and the Act, the liquidator shall distribute the Company’s assets in the following order: (A) first, pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company, including debts and liabilities to creditors that are Members (to the extent permitted by Law) and all expenses incurred in liquidation or otherwise make adequate provision for payment, satisfaction and discharge thereof, to the extent of the Company’s assets, (A) second, make final distributions to the Members in accordance with the positive Capital Account balance of each Member, as provided herein determined after taking into account all Capital Account adjustments (other than those made by reason of distribution pursuant to this Section 11.2(a)) for the Allocation Period during which the liquidation of the Company occurs (with such date of occurrence being determined pursuant to Treasury Regulation section 1.704-1(b)(2)(ii)(g)), and in such distribution shall be made by the end of such Allocation Period (or, if later, within ninety (90) days after said date of such occurrence), subject to this Article XI and the Act. The costs of winding up shall be borne as a Company expense. Until final distributionthe certificate of cancellation is issued by the Delaware Secretary of State, the liquidator shall continue to operate the Company properties with all of the power and authority of Service Provider or Operator, as applicable, and the other Members. (b) Notwithstanding anything herein to the contrary, but without limiting clause (B) of Section 11.2(a), to the extent that the liquidator makes any final distributions of the assets of any Special Expansion Project in kind to the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting shall, to be made by a recognized firm of certified public accountants of the Company's assetsmaximum extent possible, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed in-kind distributions to the Members as follows: (A) the liquidator may sell any or all Company property, including to Members, and any resulting gain or loss from in a manner that is consistent with each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) Member’s economic interest with respect to all Company property that has not been sold, the fair market value of that property shall be such Special Expansion Project (as determined and the Capital Accounts of pursuant to Section 9.4(b)). (c) All distributions in kind to the Members shall be adjusted made subject to reflect the manner in liability of each distributee for costs, expenses and liabilities theretofore incurred or for the payment of which the unrealized income, gain, loss, and deduction inherent in property that Company has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on committed prior to the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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)termination. (bd) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 11.2 shall constitute a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To . (e) After the extent that a Member returns funds to dissolution of the Company, it has no claim against the liquidator shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other Member for those fundsfilings, and take such other actions as may be necessary to terminate the existence of the Company. Upon the filing of such certificate of cancellation, the existence of the Company shall terminate, except as may be otherwise provided by the Act or other applicable Law.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, unless a Continuation Election is made in the case of Dissolution Events of the type described in Section 12.1(a)(ii), the Management Committee (excluding the vote of the Representative whose appointing Member has suffered a Dissolution Event) shall select one Member or more Members to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows:Company (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans advances described in Section 4.034.5) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall shall, subject to the terms of Section 2.9, be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 5; (Bii) 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 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 capital accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.025.3; 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). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or and/or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Company Interest and all the Company's property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Members shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as As promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants Certified Public Accountants of the Company's assets, liabilities, and operations through the last calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) A. the liquidator may sell any or all Company property, including sales to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5VI; (B) B. with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) C. Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that, notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On Upon the occurrence dissolution of a Dissolution Eventthe Company, unless it is reconstituted pursuant to the Act, the Management Committee Board or a Person or Persons selected by the Board shall select one Member to act as liquidator. The liquidator or shall proceed diligently appoint one or more liquidators who shall have full authority to wind up the affairs of the Company and make final distributions distribution as provided herein and in the Act. The costs of winding up 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 Membersherein. The steps to be accomplished by the liquidator are as follows: (ia) as As promptly as possible after dissolution and again after final winding upliquidation, the 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 calendar day of the month in which the dissolution occurs or the final winding up liquidation is completed, as applicable;appropriate. (iib) the The liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debtsdebts (including the debts owing to any Member), liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03liquidation) or otherwise make adequate provision 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); and. (iiic) all remaining assets of To the extent that the Company shall be distributed to the Members as followshas any assets remaining: (Ai) the liquidator may sell any or all Company property, including to the Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;6. (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined by an independent appraiser and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been LIMITED LIABILITY COMPANY AGREEMENT ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions their respective positive Capital Account balances. (d) Except as expressly provided herein, the liquidator shall be made by the end comply with any applicable requirements of the taxable year Act and all other applicable laws pertaining to the winding up of the affairs of the Company during which and the liquidation final distribution of the Company occurs (or, if later, 90 Days after the date of the liquidation)its assets. (be) The 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. (f) On completion of the distribution of cash or property Company assets as provided herein, the Company shall be terminated and the Members shall file a certificate of cancellation, cancel any other filings made pursuant to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Article 2 and take such other actions as may be necessary to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and all terminate the Company's property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value Fair Market Value of that property shall be reasonably determined by the Board in good faith and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in such property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value Fair Market Value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 6.1, 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 days after the date of the liquidation). (b) ; provided, however, that none of such Company property shall be distributed pursuant to Section 6.1(b). All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.. FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the ActDLLCA. The costs of winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (all of the Company’s assets, including cash) property, shall be distributed among the Members in accordance with Section 5.02; 6.1(c) 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 ninety (90) days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, 127 liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5Section 12.02(b); (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts previously would be allocated among the Members in accordance with Section 12.02(b) if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members pro rata in accordance with Section 5.02the positive balances, if any, of each Member’s Capital Account; and those distributions shall be made by before the end of the taxable year in which liquidation of the Company occurs or, if later, within ninety (90) days after the date of the liquidation of the Company. (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of NEP Member’s Membership Interest, NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs (oroccurs, or if later, 90 Days within ninety (90) days after the date of such liquidation, except that the liquidationrestoration obligation of NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than five percent (5%) of NEP Member’s Effective Date Contribution Amount. Notwithstanding the foregoing, (A) NEP Member will have the unilateral right by notice to the Managing 128 Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which NEP Member’s deficit restoration obligation exceeds the absolute value of NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.03 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount that would be distributed to such Member if the proceeds were distributed in the following order: (i) first, to each Member based upon its respective Unreturned Contribution Percentage until the amount distributed to such Member equals the aggregate Unreturned Contribution of such Member; (ii) second, to the Class B Members (including, for the avoidance of doubt, NEP Class B Parties), pro rata in accordance with their respective Class B Percentage Interests, until such Class B Members have received distributions pursuant to this clause (ii) that, together with any amounts distributed pursuant to clause (i), results in an Internal Rate of Return to such Class B Members, measured from the applicable Acquisition Date to the date of dissolution, of six and nine hundred thirty-one thousandths percent (6.931%); and (iii) third, any and all remaining proceeds after payment of the amounts specified in clauses (i) and (ii), to the Class A Members, pro rata in accordance with their respective Class A Percentage Interests; provided that such allocations shall be made among the Members in such a manner to ensure, to the nearest extent possible, that the aggregate amount distributable to the Class B Members pursuant to such clauses does not cause the total proceeds distributable to such Class B Members pursuant to Section 12.02(a)(iii)(C) to exceed ninety-nine percent (99%) of such proceeds. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who 129 shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On Unless otherwise provided herein, upon the occurrence dissolution of a Dissolution Eventthe Partnership no further business shall be conducted, except for such action as shall be necessary for the Management Committee winding-up of the affairs of the Partnership and the distribution of its assets pursuant to the provisions of this Section 10.2. The General Partner shall select act as liquidating trustee, or may appoint in writing one Member or more other Persons to act as liquidator. The liquidator liquidating trustee or trustees, and such trustee or trustees shall proceed diligently have full authority to wind up the affairs of the Company Partnership and to make final distributions distribution as provided herein and herein. (b) Upon dissolution of the Partnership, the liquidating trustee or trustees shall sell or distribute in kind all Partnership property as determined in the Actsole discretion of the liquidating trustee or trustees. The liquidating trustee or trustees shall ascertain the fair market value by appraisal or other reasonable means of all Partnership property not sold, and upon distribution of such property each Partner’s Capital Account shall be adjusted as if such property had been sold at such fair market value and gains and losses realized thereby had been allocated to the Partners in accordance with Article V hereof. The liquidating trustee or trustees shall pay all Partnership debts, obligations and liabilities, including all debts, obligations and liabilities to the Partners and all costs of winding up shall be borne as dissolution. If a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with General Partner has a negative balance in its Capital Account after all liabilities of the power Partnership are paid to the extent possible and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness cash and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be Partnership are distributed to the Members as follows: (A) Partners in the liquidator may sell any termination and liquidation of the Partnership and after all allocations under Article V hereof are reflected in the Partners’ respective Capital Accounts, such General Partner shall contribute cash or property to the Partnership in an amount equal to the amount necessary to bring the balance in its Capital Account up to zero. Thereafter, the liquidating trustee or trustees shall pay all Company propertyremaining debts, including to Membersobligations, and any resulting gain or loss from each sale liabilities of the Partnership, if any, and the Partners’ and Assignees’ positive Capital Account balances, if any. Any property that is distributed in kind shall be computed and allocated to reduce the Capital Accounts Account of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, distributee by the fair market value of that such property shall be as determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions above. The liquidating distribution shall be made by the Partnership and a General partner shall restore the negative balances in its Capital Account by the later of the end of the Partnership taxable year of the Company during in which the liquidation of the Company occurs or ninety (or, if later, 90 Days 90) days after the date of the liquidation. For purposes of the preceding sentence, the date of liquidation shall be determined in accordance with Regulation § 1.704-1 (b)(2)(ii)(g). (bc) The distribution liquidating trustee or trustees shall comply with this Agreement and all requirements of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Partnership Act and other applicable law pertaining to the Member winding-up of its Capital Contributions and a complete distribution limited partnership. (d) The Limited Partner shall look solely to the Member 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) assets of the Act. To Partnership for the extent that a Member returns funds return of their Capital Contributions, and if the Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return their Capital Contributions, they shall have no recourse against the Company, it has no claim against General Partner or any other Member Person for those fundsthat purpose.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Members shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell any or all Company property, including sales to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that, notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) i. as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) . the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) . all remaining assets of the Company shall be distributed to the Members Members, subject to Section 5.07, as follows: (A) 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 in accordance with the provisions of Article 5;Section 5.04 and Section 12.02(b); 870723.28-WILSR01A - MSW (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been previously reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02their respective positive Capital Account balances; and those distributions shall be made by before the end of the taxable year of the Company during in which the liquidation of the Company occurs (or, if later, within 90 Days days after the date of the liquidation)liquidation of the Company. (b) Notwithstanding anything in Section 5.04 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, deduction, or loss shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount each Member would receive as a distribution under Section 5.01. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall, or shall select one Member to act appoint a representative to, serve as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a reputable nationally-recognized firm of certified public accountants of the Company's ’s assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness of the Company and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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 the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Member 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 ActMember’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) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that there is a reasonable basis for believing will ever be needed again shall be furnished to the liquidator, which shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three years. At such time as the liquidator no longer agrees to keep such books and records (which shall not be prior to the end of the three-year period set forth in the immediately preceding sentence), it shall offer the Persons who were Members at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On Unless otherwise provided herein, upon the occurrence dissolution of a Dissolution Eventthe Partnership no further business shall be conducted, except for such action as shall be necessary for the Management Committee winding-up of the affairs of the Partnership and the distribution of its assets to the Partners and Assignees pursuant to the provisions of this Section 11.2. The General Partner shall select act as liquidating trustee, or the General Partner may appoint in writing one Member or more other Persons to act as liquidator. The liquidator liquidating trustee or trustees, and such trustee or trustees shall proceed diligently have full authority to wind up the affairs of the Company Partnership and to make final distributions distribution as provided herein and herein. (b) Upon dissolution of the Partnership, the liquidating trustee or trustees shall sell or distribute in kind all of Partnership property as determined in the Actsole discretion of the liquidating trustee or trustees. The costs liquidating trustee or trustees shall ascertain the fair market value by appraisal or other reasonable means of winding up all Partnership property not sold, and upon distribution of such property each Partner's capital account shall be borne adjusted as a Company expenseif such property had been sold at such fair market value and gains and losses realized thereby had been allocated to the Partners in accordance with Article V hereof. Until final distributionSubject to any applicable provisions of Article V, the liquidator liquidating trustee or trustees shall continue to operate apply and distribute the Company properties with all proceeds of liquidation and remaining non-cash assets in the power and authority of the Members. The steps to be accomplished by the liquidator are as followsfollowing order: (i) as promptly as possible after dissolution and again after final winding upFirst, to the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants payment of the Company's assetsdebts, liabilities, obligations and operations through the last calendar day liabilities of the month in which Partnership (including all debts, obligations and liabilities to the dissolution occurs or Partners) and the final winding up is completed, as applicablecosts of dissolution; (ii) Then to Impact and Eagle, pari passu, until the liquidator shall discharge from Company funds all amount of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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)their respective unpaid Priority Return is zero; and (iii) Then, unless otherwise agreed to by all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator may sell Partners, 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) balance remaining shall be distributed among the Members Partners in accordance with Section 5.02; and those distributions shall be made by proportion to their respective positive Capital Account balances (after taking into account all adjustments to the end of Capital Accounts for the Partnership's taxable year in which liquidation occurs) pursuant to the timing requirement set forth in Treasury Regulations ss.1.704-1(b)(2)(ii)(b)(2). Upon a liquidation within the meaning of Treasury Regulations ss.1.704-1(b)(2)(ii)(g), if any Partner has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the Company during year in which the liquidation occurs), the Partner shall have no obligation to make any contribution to the capital of the Company occurs (orPartnership, if later, 90 Days after and the date negative balance of the liquidation)Partner's Capital Account shall not be considered a debt of the Partner to the Partnership or to any other Person. Any property which is distributed in kind shall reduce the Capital Account of the distributee by the Agreed Value of such property as determined above. (bc) Notwithstanding the foregoing, if any Partner shall be indebted to the Partnership, then until payment in full of such indebtedness, regardless of the stated maturity or maturities thereof, the liquidating trustee or trustees shall retain such Partner's distributive share of Partnership property and apply such sums to the liquidating of such indebtedness and the cost of operation of such Partnership property during the period of such liquidation. (d) The distribution liquidating trustee or trustees shall comply with this Agreement and all requirements of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Partnership Act and other applicable law pertaining to the Member winding-up of a limited partnership. (e) The Partners shall look solely to the assets of the Partnership for the return of their Capital Contribution, and if the Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return its Capital Contributions and a complete distribution to the Member 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. To the extent that a Member returns funds to the CompanyContribution, it has shall have no claim recourse against any Partner or any other Member Person for those fundsthat purpose.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.12 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 12.01(a)(i) or Section 12.01(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act promptly designate a Person to, serve as liquidatorliquidator (the “Liquidator”). The liquidator Liquidator shall proceed diligently to wind up the affairs of the Company in an orderly manner and make final distributions as provided herein and in the Act. The costs of winding winding-up shall be borne as a Company expense. Until final distribution, the liquidator Liquidator shall continue to operate the Company properties with all of the power and authority of the Members. The steps to be accomplished by the liquidator Liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03winding-up) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator Liquidator may reasonably determine); and (iiiii) all remaining assets of the Company shall be distributed to the Members as follows: (A) the liquidator 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 Members (including the Capital Accounts of the Members in accordance with the provisions of Article 5; (BManaging Member) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distributionFair Market Value; and (CB) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions . If a distribution under this Section 11.02 is in property other than cash, the value of such distribution shall be made by deemed to be the end Fair Market Value of such property. A distribution in kind of an asset to a Member shall be deemed, for the purposes of this Article 11, a distribution in an amount equal to the Fair Market Value 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)assets so distributed. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest interest in the Company and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (c) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 6.1, 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 ninety (90) days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 13.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 13.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On dissolution of the occurrence of a Dissolution EventCompany, the Management Committee Managing Member shall select one Member to act as liquidatorliquidating trustee or may appoint one or more Persons as liquidating trustee. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Company and make final distributions Distributions as provided herein and in the Texas Act. The costs of winding up shall be borne as a Company expense. Until final distribution, the liquidator liquidating trustee shall continue to operate the Company properties with all of the power and authority of the MembersManaging Member. The steps to be accomplished by the liquidator liquidating trustee are as follows: (ia) as promptly as possible after dissolution and again after final completion of the winding up, the liquidator liquidating trustee 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 calendar day of the calendar month in which the dissolution occurs or the final completion of the winding up is completed, as applicable; (iib) the liquidator liquidating trustee shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including including, without limitation, all expenses incurred in of winding up and any loans described in Section 4.03up) or otherwise make adequate provision for payment and discharge thereof (including including, without limitation, the establishment of a cash escrow fund for contingent contingent, conditional or unmatured liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions shall be made 4.1(c) by the end of the taxable year Taxable Year of the Company during which the liquidation winding up of the Company occurs (or, if later, 90 Days by ninety (90) days after the date of the liquidationwinding up). (b) . The distribution Distribution of cash or and/or property to a Member Members in accordance with the provisions of this Section 11.02 13.2 and Section 13.3 constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution Distribution to the Member Members of its Membership Interest their interest in the Company and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Texas Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants the Certified Public Accountants of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and; (iii) all with respect to the remaining assets of the Company shall be distributed to the Members as followsCompany: (A) the liquidator shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company property, including to MembersMembers at such price, but in no event lower than the fair market value thereof, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;clauses (iv) and (v) hereof; and (B) 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 in accordance with clauses (iv) and (v) hereof. (iv) after giving effect to reflect the manner special allocations in which Section 5.01(b), items of gross income, gain and credit arising in connection with the unrealized liquidation shall first be allocated to each Member having a negative balance in its Capital Account, in the proportion that such negative balance bears to the total negative balances in the Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such negative balance in its Capital Account and such negative balance has thereby been eliminated; (v) any remaining items of income, gain, credit, loss, deduction and deduction inherent credit arising in property that has not been reflected in connection with the Capital Accounts previously would liquidation shall be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02their Pro Rata Shares; and those distributions and (vi) the remaining assets of the Company, shall be made by distributed to 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). (b) The distribution of cash or property to a Member Members in accordance with the provisions of this Section 11.02 constitutes a complete return positive balance in their Capital Accounts, after giving effect to the Member of its Capital Contributions all contributions, distributions and a complete distribution to the Member of its Membership Interest and allocations for all the Company's property and constitutes a compromise to which all Members have consented pursuant to 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 fundsperiods.

Winding Up and Termination. (a) On Unless otherwise provided herein, upon the occurrence dissolution of a Dissolution Eventthe Partnership no further business shall be conducted, except for such action as shall be necessary for the Management Committee winding-up of the affairs of the Partnership and the distribution of its assets pursuant to the provisions of this Section 0. The General Partner shall select act as liquidating trustee, or may appoint in writing one Member or more other Persons to act as liquidator. The liquidator liquidating trustee or trustees, and such trustee or trustees shall proceed diligently have full authority to wind up the affairs of the Company Partnership and to make final distributions distribution as provided herein and herein. (b) Upon dissolution of the Partnership, the liquidating trustee or trustees shall sell or distribute in kind all Partnership property as determined in the Actsole discretion of the liquidating trustee or trustees. The liquidating trustee or trustees shall ascertain the fair market value by appraisal or other reasonable means of all Partnership property not sold, and upon distribution of such property each Partner's Capital Account shall be adjusted as if such property had been sold at such fair market value and gains and losses realized thereby had been allocated to the Partners in accordance with Article V hereof. The liquidating trustee or trustees shall pay all Partnership debts, obligations and liabilities, including all debts, obligations and liabilities to the Partners and all costs of winding up shall be borne as dissolution. If a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with General Partner has a negative balance in its Capital Account after all liabilities of the power Partnership are paid to the extent possible and authority of the Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness cash and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be Partnership are distributed to the Members as follows: (A) Partners in the liquidator may sell any termination and liquidation of the Partnership and after all allocations under Article V hereof are reflected in the Partners' respective Capital Accounts, such General Partner shall contribute cash or property to the Partnership in an amount equal to the amount necessary to bring the balance in its Capital Account up to zero. Thereafter, the liquidating trustee or trustees shall pay all Company propertyremaining debts, including to Membersobligations, and any resulting gain or loss from each sale liabilities of the Partnership, if any, and the Partners' and Assignees' positive Capital Account balances, if any. Any property that is distributed in kind shall be computed and allocated to reduce the Capital Accounts Account of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, distributee by the fair market value of that such property shall be as determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions above. The liquidating distribution shall be made by the Partnership and a General Partner shall restore the negative balances in its Capital Account by the later of the end of the Partnership taxable year of the Company during in which the liquidation of the Company occurs or ninety (or, if later, 90 Days 90) days after the date of the liquidation. For purposes of the preceding sentence, the date of liquidation shall be determined in accordance with Regulation (S) 1.704-1(b)(2)(ii)(g). (bc) The distribution liquidating trustee or trustees shall comply with this Agreement and all requirements of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return Partnership Act and other applicable law pertaining to the Member winding-up of its Capital Contributions and a complete distribution limited partnership. (d) The Limited Partner shall look solely to the Member 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) assets of the Act. To Partnership for the extent that a Member returns funds return of their Capital Contributions, and if the Partnership property remaining after the payment or discharge of the debts and liabilities of the Partnership is insufficient to return their Capital Contributions, they shall have no recourse against the Company, it has no claim against General Partner or any other Member Person for those fundsthat purpose.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Cii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; ‎5.1, 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 ninety (90) days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section ‎12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 ‎12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 lo the Capital Accounts of the Members in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 Member in accordance with the provisions of Article Articles 4 and 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution; and (C) after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, Company property (including cash) shall be distributed among to all of the Members in accordance with Section 5.02amounts equal to the Members’ positive Capital Account balances; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 11.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Manager may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Manager. Until final distribution, the liquidator shall continue to operate the Company properties with all of subject to the power and authority of the MembersManager. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 6.1, 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 days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) within the meaning of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member or more Persons to act as liquidator. The liquidator 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 winding up 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 MembersBoard. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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)sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 9.2 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Delaware Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 9.2. (c) On completion of such final distribution, the liquidator shall file a certificate of cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Operator shall select one Member to act serve as liquidatorliquidator under the supervision of the General Partner. The liquidator shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company Partnership expense. Until final distribution, the liquidator shall continue to operate the Company Partnership properties with all of the power and authority of the MembersPartners. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Partnership’s assets, liabilities, liabilities and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company Partnership funds all of the Indebtedness indebtedness of the Partnership and other debts, liabilities and obligations of the Company Partnership (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows: (A) the liquidator may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5; (B) with respect to all Company 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 to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company Partnership property (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days the 90th Day after the date of the liquidation). (b) The distribution of cash or property to a Member Partner in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner of its Membership Partnership Interest and all the Company's Partner’s property and constitutes a compromise to which all Members Partners have consented pursuant to Section 1817-502(b) of the Act. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds. (c) No dissolution or termination of the Partnership shall relieve a Partner from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Partnership that there is a reasonable basis for believing will ever be needed again shall be furnished to the liquidator, which shall keep such books and records (subject to review by any Person that was a Partner at the time of dissolution) for a period at least three years. At such time as the liquidator no longer agrees to keep such books and records, it shall offer the Persons who were Partners at the time of dissolution the opportunity to take over such custody, shall deliver such books and records to such Persons if they elect to take over such custody and may destroy such books and records if they do not so elect. Any such custody by such Persons shall be on such terms as they may agree upon among themselves.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Managing Member shall, or shall select one Member to act designate another Person to, serve as liquidator. The 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 winding winding-up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding winding-up, the liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the liquidator’s choosing of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding winding-up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness of the Company and other debts, liabilities liabilities, expenses, and obligations of the Company (including all expenses incurred in winding winding-up and any loans described in Section 4.034.05) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution, as determined by the Managing Member in its reasonable discretion (it being agreed by the Members that a determination by the Managing Member that the fair market value of any such property equals the value of such property reflected in current financial statements prepared in accordance with GAAP shall be deemed reasonable); and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those distributions shall be made by the end of the taxable year Fiscal Year of the Company during which the liquidation of the Company occurs (or, if later, 90 Days ninety (90) days after the date of the liquidation). (iv) If, after giving effect to all allocations, distributions and contributions for all periods (other than those required by this Section 12.02(a)(iv)), the NEP Member has a deficit in its Capital Account balance following the “liquidation,” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), of the NEP Member’s Membership Interest, the NEP Member will be obligated to contribute cash to the Company in an amount equal to such deficit balance by the end of the Fiscal Year of the Company during which the liquidation of the Company occurs, or if later, within ninety (90) days after the date of such liquidation, except that the restoration obligation of the NEP Member in the aggregate pursuant to this Section 12.02(a)(iv) shall not be more than thirty percent (30%) of the NEP Member’s Effective Date Capital Contribution. Notwithstanding the foregoing, (A) the NEP Member will have the unilateral right by written notice to the Managing Member to (1) increase the amount of its deficit restoration obligation over the amount described in the immediately preceding sentence or (2) decrease the amount of, or eliminate, its deficit restoration obligation at any time in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f); (B) after the Flip Date, at the end of any Fiscal Year in which the NEP Member’s deficit restoration obligation exceeds the absolute value of the NEP Member’s deficit Capital Account balance, such deficit restoration obligation shall be automatically reduced in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) to equal such absolute value; and (C) the NEP Member’s deficit restoration obligation will be eliminated in accordance with Treasury Regulation Section 1.704-1(b)(2)(ii)(f) on the first date on or after the Flip Date on which the Capital Account balance of the NEP Member is equal to or greater than zero. Notwithstanding anything to the contrary contained herein, no other Member shall have any obligation to restore any deficit in its Capital Account balance unless and until such deficit restoration obligation is consented to in writing by the Managing Member. (b) Notwithstanding anything in Section 5.03 to the contrary, in the Fiscal Year or other applicable period in which a Dissolution Event occurs, items of income, gain, loss, and deduction shall be allocated among the Members in a manner such that the Capital Account of each Member, immediately after giving effect to such allocation, is, as nearly as possible, equal (proportionately) to the amount of the distributions that would be made to such Member pursuant to Section 5.02. (c) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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. (d) No dissolution or termination of the Company shall relieve a Member from any obligation to the extent such obligation has accrued as of the date of such dissolution or termination. Upon such termination, any books and records of the Company that the liquidator reasonably determines may ever be needed again by one or more Persons who were Members as of the dissolution or termination shall be retained by the Managing Member or its designee, who shall keep such books and records (subject to review by any Person that was a Member at the time of dissolution) for a period at least three (3) years. After the expiration of such period of three (3) years, if the Managing Member (or its designee) no longer agrees to keep such books and records, it shall offer the Persons who were Members at the time of dissolution or termination a reasonable opportunity to take over such custody, (i) shall deliver such books and records to such Persons if they elect to take over such custody (or as all of such Persons otherwise direct) and, upon request by any other Person that elects to take custody (and at such other Person’s cost), deliver a copy of such books and records to such other Person, or (ii) may destroy such books and records if no such Person so elects.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent of the type described in Section 11.01(a)(i) or Section 11.01(a)(ii), the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5VI; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee shall select one Member to act as liquidator. The liquidator Board of Managers 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 winding up 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 Members. The steps to be accomplished by wind-up and terminate the liquidator Company are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator Board of Managers shall cause a proper accounting to be made by a nationally recognized firm of certified public accountants Certified Public Accountants of the Company's ’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator Board of Managers shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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 Board of Managers may reasonably determine); and (iii) all with respect to the remaining assets of the Company shall be distributed to the Members as followsCompany: (A) the liquidator Board of Managers shall use all commercially reasonable efforts to obtain the best possible price and may sell any or all Company property, including to MembersMembers at such price, but in no event lower than the Fair Market Value thereof and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 5;clauses (iv) and (v) hereof; and (B) with respect to all Company property that has not been sold, the fair market value Fair Market Value of that property shall be determined and the Capital Accounts of the Members shall be adjusted in accordance with clauses (iv) and (v) hereof. (iv) items of gross income and gain arising in connection with the liquidation shall first be allocated to reflect each Member having a deficit balance in its Capital Account, in the manner proportion that such deficit balance bears to the total deficit balances in which the unrealized Capital Accounts of all Members, until each Member has been allocated items of gross income and gain equal to any such deficit balance in its Capital Account; (v) any remaining items of gross income, gain, loss, loss and deduction inherent arising in property that has not been reflected in connection with the Capital Accounts previously would liquidation shall be allocated among the Members if there were a taxable disposition of in such manner as to ensure to the greatest extent feasible, that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) distributions shall be distributed among made to the Members in accordance with each Member’s Pro Rata Share. (vi) after the allocations in clauses (iv) and (v) are made, disbursements of cash and property will be made in accordance with the positive balances in the Members’ Capital Accounts. Any distribution to the Members in respect of their Capital Accounts pursuant to this Section 5.02; and those distributions 11.02 shall be made by the end of the taxable year of the Company during which the in accordance with Treasury Regulations Section 1.704- 1(b)(2)(ii)(b)(2). No Member shall have any obligation to restore a negative balance in its Capital Account upon liquidation of the Company occurs (or, if later, 90 Days after the date of the liquidation)pursuant to this Article 11. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member on account of its Membership Interest and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Executive Committee shall select one Member to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The reasonable costs of winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debtsindebtedness, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; , 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any the other Member Members for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) the liquidator may sell any or all Company property, including including, if approved by all Members, to Members, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members in accordance with the provisions of Article 56; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 6.1(b), 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 days after the date of the liquidation). (b) . All distributions in kind to the Members shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the Member Members of its their Capital Contributions and a complete distribution to the Member Members of its their Membership Interest Interests (including Units) and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee General Partner (or, if there is no General Partner, the Class A-1 Limited Partners holding a majority in interest of the outstanding Limited Partnership Interests) shall select one Member or more Persons to act as liquidatorliquidating trustee or may itself act as liquidating trustee. The liquidator liquidating trustee shall proceed diligently to wind up the affairs of the Company Partnership and make final distributions as provided herein and in the Act. The costs of winding up shall be borne as a Company Partnership expense, including reasonable compensation to the liquidating trustee. Until final distribution, the liquidator liquidating trustee shall continue to operate the Company Partnership properties with all of the power and authority of the MembersGeneral Partner. The Subject to the terms of the Act, the steps to be accomplished by the liquidator liquidating trustee are as follows: (ia) as promptly as possible after dissolution and again after final winding up, the liquidator liquidating trustee shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company's Partnership’s assets, liabilities, and operations through the last calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator liquidating trustee shall pay, satisfy or discharge from Company Partnership funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) Partnership or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator liquidating trustee may reasonably determine); and (iiic) all remaining assets of the Company Partnership shall be distributed to the Members Partners as follows; provided, however, that the liquidating trustee shall use reasonable best efforts to distribute cash to Partners: (Ai) the liquidator liquidating trustee may sell any or all Company Partnership property, including to MembersPartners, and any resulting gain or loss from each sale shall be computed and allocated to the Capital Accounts of the Members Partners in accordance with the provisions of Article 5VIII; (Bii) with respect to all Company 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 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 Partners if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company Partnership property (including cash) shall be distributed among the Members Partners in accordance with Section 5.02; 7.1 (and taking into account Section 4.6 if such Dissolution Event is upon or following an Initial Public Offering), and those distributions shall be made by the end of the taxable year of the Company Partnership during which the liquidation of the Company Partnership occurs (or, if later, 90 Days ninety (90) days after the date of the liquidation). (b) . All distributions in kind to Partners shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 13.2. The distribution of cash or and/or property to a Member Partner in accordance with the provisions of this Section 11.02 13.2 constitutes a complete return to the Member Partner of its Capital Contributions and a complete distribution to the Member Partner in respect of its Membership Interest and interests in all the Company's Partnership’s property and constitutes a compromise to which all Members Partners have consented pursuant to Section 18-502(b) of the Actconsented. To the extent that a Member Partner returns funds to the CompanyPartnership, it has no claim against any other Member Partner for those funds. Each Limited Partner agrees that the liability for the return of its Capital Contribution is limited to the Partnership and the Partnership’s assets. In the event the Partnership’s assets are insufficient to return the full amount of a Limited Partner’s Capital Contribution, each Limited Partner hereby waives any and all claims whatsoever that it might otherwise have against the General Partner with respect to its assets in connection with such liquidation.

Winding Up and Termination. (a) On the occurrence of a Dissolution EventEvent not subject to a Continuation Election, the Management Committee Board of Directors shall select one Member or more Persons to act as liquidator. The 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 winding up 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 MembersBoard of Directors. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 Member in accordance with the provisions of Article Articles 4 and 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition Disposition of that property for the fair market value of that property on the date of distribution; and (C) after adjusting the Capital Accounts for all distributions made under Section 5.01 and all allocations under Article 5, Company property (including cash) shall be distributed among to all of the Members in accordance with Section 5.02amounts equal to the Members’ positive Capital Account balances; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest and share of all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a No Member returns funds shall be required to make any Capital Contribution to the Company to enable the Company to make the distributions described in this Section 11.02. (c) On completion of such final distribution, the liquidator shall file a Certificate of Cancellation with the Secretary of State of the State of Delaware and take such other actions as may be necessary to terminate the existence of the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, unless a Continuation Election is made, the Management Committee Managing Member shall select one Member to act as liquidator; provided, however, that if a Dissolution Event described in Section 11.01(a)(ii) has occurred to the Managing Member, then the liquidator shall be another Member selected by the Management Committee. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Liquidation Event, unless a Continuation Election is made, the Management Committee shall Board may select one Member or more Persons to act as liquidator or may itself act as liquidator. The 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 winding up shall be borne as a Company expense, including reasonable compensation to the liquidator if approved by the Board. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the MembersBoard. The steps to be accomplished by the liquidator are as follows:: AAG HOLDING CO1, LLC Limited Liability Company Operating Agreement (ia) as promptly as possible after dissolution and again after final winding up, the 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicableoperations; (iib) the liquidator shall pay, satisfy or discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03up) or otherwise make adequate provision 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); and (iiic) all remaining assets of the Company shall be distributed to the Members as follows: (Ai) 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 in accordance with the provisions of Article 5VI; (Bii) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, loss and deduction inherent in such property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (Ciii) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; and those 6.1. All distributions in kind to the Members shall be made by subject to the end liability of the taxable year of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company during which the liquidation of the Company occurs (or, if later, 90 Days after has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the liquidation). (b) distributee pursuant to this Section 12.2. The distribution of cash or property to a Member the Members in accordance with the provisions of this Section 11.02 12.2 constitutes a complete return to the such Member of its Capital Contributions and a complete distribution to the Member Members of its Membership Interest Interests and all the Company's ’s property and constitutes a compromise to which all Members have consented pursuant to within the meaning of Section 18-502(b) of the Act. To the extent that a Member returns funds to the Company, it has no claim against any other Member for those funds.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Committee Board shall select one Member to act as liquidator. The 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 winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the 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 calendar day Day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debts, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.03) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent contingent, conditional and unmatured liabilities in such amount and for such term as the liquidator may reasonably determine); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 56; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.026.2; and and, to the extent practicable, 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); provided, however, that notwithstanding the foregoing provisions of clauses (A), (B) and (C) immediately above, if the obligation to maintain Capital Accounts has been suspended under Section 13.13 of this Agreement, no allocations shall be made and all Company property shall be distributed to the sole Member. (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 12.2 constitutes 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 and constitutes a compromise to which all Members have consented pursuant to 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.

Winding Up and Termination. (a) On the occurrence of a Dissolution Event, the Management Executive Committee shall select one Member to act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The reasonable costs of winding up 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 Members. The steps to be accomplished by the liquidator are as follows: (i) as promptly as possible after dissolution and again after final winding up, the liquidator 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 calendar day of the month in which the dissolution occurs or the final winding up is completed, as applicable; (ii) the liquidator shall discharge from Company funds all of the Indebtedness and other debtsindebtedness, liabilities and obligations of the Company (including all expenses incurred in winding up and any loans described in Section 4.034.02) or otherwise make adequate provision 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); and (iii) all remaining assets of the Company shall be distributed to the Members as follows: (A) 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 in accordance with the provisions of Article 5; (B) with respect to all Company property that has not been sold, the fair market value of that property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Members if there were a taxable disposition of that property for far the fair market value of that property on the date of distribution; and (C) Company property (including cash) shall be distributed among the Members in accordance with Section 5.02; , 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). (b) The distribution of cash or property to a Member in accordance with the provisions of this Section 11.02 constitutes 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 ’s property and constitutes a compromise to which all Members have consented pursuant to 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.