Common use of Winding Up Clause in Contracts

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company Fund shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the CompanyFund’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Fund Assets have been distributed pursuant to this Section 10.2 12.2 and Articles the Certificate of Dissolution have Formation has been filed pursuant to canceled in accordance with the Act. The Liquidator Either the Manager or a Person appointed by the Manager or, if the Manager does not so act or appoint someone within a reasonable period of time, a Person appointed by a Majority of the Shares (the “Liquidating Trustee”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Fund, shall take full account of the CompanyFund’s liabilities Liabilities and Property assets, shall cause the Fund Assets to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the net proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except distributed as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 Article 5 of this Agreement. In the event that the Liquidating Trustee determines that a particular Fund Asset cannot be sold on terms which are acceptable to the Liquidating Trustee in the Liquidating Trustee’s sole discretion, after giving effect the Liquidating Trustee may have such particular Fund Asset appraised and may distribute such Fund Asset in-kind to all contributions, distributions and allocations for all periodsone or more Members.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors creditors, Unitholders and Members; , and no Unitholder or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Unitholders and Members until such the time as the Property has been distributed pursuant to this Section 10.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator appointed under Section 7.6 shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient thereforProperty, to be applied and distributed, to the maximum extent permitted by law, in the following order: order (isubject to any priority Distributions applicable to Units of any specific Class or Classes and Appendix E): (1) first, to creditors (including Members Directors, Members, and Directors Unitholders and Affiliates of Unitholders and Members, who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts, obligations and other liabilities (whether by payment or the making of reasonable provision for payment thereofof the liabilities), other than debts, obligations and liabilities for which reasonable provision for payment has been made; made and those described in Section 7.2(2); (ii2) second, except as provided the excess of the amounts paid in this AgreementSection 7.2(1) above, to Members each holder of Patronage Notices in satisfaction the amount of liabilities for distributions pursuant the Company’s remaining obligation with respect to the Actholder’s Patronage Notices on the books of the Company, as adjusted from time to time, or if the excess is inadequate to pay the Company’s total remaining obligation, then, the excess in proportion to each holder’s share of the Company’s remaining obligation; and (iii3) third, the balanceexcess of the amounts paid in Sections 7.2(1) and 7.2(2) above, if anysubject to any priorities in the designation of Unit Classes, to the Unit Holders Unitholders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributionsCapital Contributions, distributions Distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. (a) Upon the occurrence dissolution of a Dissolution Eventthe Company as provided in Section 6.1 hereof, the Company Board of Directors (or its delegate), acting as the liquidator, shall continue solely for wind up the purposes of winding up its business and administrative affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s , except that if the Board of Directors is unable to perform this function (or to designate an appropriate delegate to do so), a liquidator elected by Members holding a majority of the voting power (determined in accordance with Section 3.3(i) hereof) of the Interests eligible to vote shall promptly wind up the business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution administrative affairs of the Company. Net Profit and Net Loss during the period of winding up shall be allocated pursuant to Section 5.4 hereof. The Liquidator shall take full account proceeds from liquidation of the Company’s liabilities and Property and 's assets shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: manner: (i1) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all debts of the Company’s Debts , other than debts, liabilities or obligations to Members, and other liabilities the expenses of liquidation (including legal and accounting expenses incurred in connection therewith and amounts, if any, owed to Affiliates of the Company), up to and including the date that distribution of the Company's assets to the Members has been completed, shall first be satisfied (whether by payment or the making of reasonable provision for payment thereof)) on a pro rata basis; (2) such debts, other than liabilities for which reasonable provision for payment has been made; and (ii) second, except or obligations as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant are owing to the ActMembers shall next be paid in their order of seniority and on a pro rata basis; and (iii3) third, the balance, if any, to the Unit Holders Members or their legal representatives in accordance with the positive balance balances in their respective Capital Accounts calculated as determined after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect taking into account all adjustments to all contributions, distributions and allocations Capital Accounts for all periods. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the Delaware Act, upon dissolution of the Company, the Board of Directors or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution.

Winding Up. Upon If the occurrence of a Dissolution EventCompany is dissolved and its affairs are to be wound up, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; members and no Member member shall take any action that is inconsistent with, with or not necessary to or appropriate for, for winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Company's property and assets have been distributed pursuant to this Section 10.2 Agreement and Articles the Certificate of Dissolution have Cancellation has been filed pursuant to with the ActState of Delaware. The Liquidator Board shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s 's liabilities and Property property, shall cause the property to be liquidated as promptly as is consistent with obtaining the fair value thereof (except to the extent the Board decides to distribute any assets to the members in kind), shall allocate any net profit and net loss resulting from such sales to the members as set forth in Article VI and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient thereforthereof, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (i1) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts 's debts and other liabilities to creditors, including any loans advanced by the members and all costs related to the dissolution, winding up, and liquidation and distribution of assets; (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii2) second, except as provided in this AgreementSecond, to Members in satisfaction the establishment of liabilities such reserves as may reasonably be determined by the Board to be necessary to provide for distributions pursuant to the ActCompany's contingent liabilities; and (iii3) third, the The balance, if any, to the Unit Holders members, in accordance with proportion to the members' respective positive balance balances in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations and adjustments for all periodsthe Company's taxable year during which the liquidation occurs. Notwithstanding anything to the contrary contained herein, no member shall have an obligation to restore a negative balance in its Capital Account (or a Deficit Capital Account) upon winding up and dissolution of the Company.

Winding Up. (a) Upon the occurrence dissolution of a Dissolution Eventthe Company as provided in Section 6.1 hereof, the Company Board of Directors (or its delegate), acting as the liquidator, shall continue solely for wind up the purposes of winding up its business and administrative affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s , except that if the Board of Directors is unable to perform this function (or to designate an appropriate delegate to do so), a liquidator elected by Members holding a majority of the voting power (determined in accordance with Section 3.3(i) hereof) of the Units eligible to vote shall promptly wind up the business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution administrative affairs of the Company. Net Profit and Net Loss during the period of winding up shall be allocated pursuant to Section 5.4 hereof. The Liquidator shall take full account proceeds from liquidation of the Company’s liabilities and Property and 's assets shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: manner: (i1) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all debts of the Company’s Debts , other than debts, liabilities or obligations to Members, and other liabilities the expenses of liquidation (including legal and accounting expenses incurred in connection therewith and amounts, if any, owed to Affiliated Persons of the Company), up to and including the date that distribution of the Company's assets to the Members has been completed, shall first be satisfied (whether by payment or the making of reasonable provision for payment thereof)) on a pro rata basis; (2) such debts, other than liabilities for which reasonable provision for payment has been made; and (ii) second, except or obligations as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant are owing to the ActMembers shall next be paid in their order of seniority and on a pro rata basis; and (iii3) third, the balance, if any, to the Unit Holders Members or their legal representatives in accordance with the positive balance balances in their respective Capital Accounts calculated as determined after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect taking into account all adjustments to all contributions, distributions and allocations Capital Accounts for all periods. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the Delaware Act, upon dissolution of the Company, the Board of Directors or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution. (c) In determining "reasonable provisions" for the Company's obligations in connection with winding up the Company's affairs, the Board of Directors (or its delegate) shall use the duty of care set forth in Section 3.6 and shall not be personally liable to any creditor of the Company or any other claimant as a result of any such determination provided that such duty of care is satisfied and shall be entitled to the indemnification provided by Section 3.7 and to the proceeds of any insurance policy purchased for the benefit of the Board of Directors.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up shall be completed no later than ninety (90) days after the later of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and distributions to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. Notwithstanding Section 14.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 12.1 (b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Manager or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Managers and Members until such time as the Property has Properties have been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event or within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof, as the case may be. The Liquidator shall take full account of the Company’s liabilities and Property Properties and shall cause the Property Properties or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.10), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Managers who are creditors, including pursuant to Section 5.4, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities including any claims and obligations as required by Section 18-804(b) of the Act (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members and former Members under Section 18-601 or 18-604 of the Act; (iib) second, except as provided in this AgreementSecond, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance balances in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article XII.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and assets, satisfying the claims of its creditors and distributing its remaining assets to the Members; and . In connection with the liquidation or winding up of the Company, the Board or the Liquidating Trustee (as defined below) may, among other things, cause a sale of all or substantially all of the assets of the Company to a third party or cause a sale of individual properties, in each case, without any approval of the Members or the Limited Partners, so long as the consideration consists of cash or marketable securities. Upon the occurrence of a Liquidating Event, no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, with the winding up of the Company’s business and affairs. Notwithstanding any provision affairs in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to accordance with this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act11.1(e). The Liquidator Board or, if the Board Members have withdrawn or otherwise been removed from the Company, any Person (the “Liquidating Trustee”) designated in writing by the majority of the Non-Jamestown Common Shares shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Board or the Liquidating Trustee, as the case may be, shall take full account conduct such winding up in a reasonable period of time under the circumstances, and, in any case, as expeditiously as is in the best interests of the Company’s liabilities and Property and shall cause Company as determined by the Property Board or the Liquidating Trustee, as the case may be. The assets of the Company shall be liquidated by the Board or the Liquidating Trustee, as the case may be, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) firstFirst, to creditors (creditors, including Members and Directors who are creditors, to the extent otherwise permitted by law) , in satisfaction of all liabilities of the Company’s Debts and other liabilities Company (whether by payment or the by making of reasonable provision for payment thereof), payment) other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, distribution to Members on account of their respective interests in satisfaction of liabilities for distributions pursuant to the ActCompany; and (iiib) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods3.

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Termination, the Company Fund shall continue solely for be dissolved and wound-up. In connection with the purposes of winding up its affairs in an orderly manner, liquidating its assets dissolution and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contraryFund, the Members acknowledge and agree that Manager or, if there is no Manager, a liquidator or other representative (the “Liquidation Representative”) appointed by a Majority in Interest shall proceed with the sale or liquidation of all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account assets of the Company’s liabilities and Property Fund (including the conversion to cash or cash equivalents of its notes or accounts receivable) and shall cause the Property or apply and distribute the proceeds from the of such sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, or liquidation in the following orderorder of priority, unless otherwise required by mandatory provisions of applicable law: (i) first, to creditors pay (including Members and Directors who are creditors, or to make provision for payment of) all expenses of the extent otherwise permitted by law) liquidation in satisfaction of all obligations of the Company’s Debts and other liabilities (whether by payment or the making Fund for such expenses of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeliquidation; and (ii) second, except as to pay (or to make provision for the payment of) all creditors of the Fund (including Members who are creditors of the Fund) in the order of priority provided in this Agreementby law or otherwise, to Members in satisfaction of all debts, liabilities for distributions pursuant to or obligations of the ActFund due such creditors; (iii) third, to the balanceestablishment of any reserve which the Manager or the Liquidation Representative, if anyas the case may be, may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Fund (such reserve may be paid over by the Manager or the Liquidation Representative to an escrow agent acceptable to the Manager or the Liquidation Representative, to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Manager or the Liquidation Representative for distribution of the balance in the manner hereinafter provided in this Section 12.2); and (iv) fourth, after the payment (or the provision for payment) of all debts, liabilities and obligations of the Fund in accordance with each of the clauses above, to the Unit Holders Members or their legal representatives in accordance with the positive balance balances in their respective Capital Accounts, after taking into account all adjustments to Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods, no later than the end of the fiscal year in which the Event of Termination occurs or, if later, within ninety (90) days after the date of the liquidation of the Fund.

Winding Up. (a) Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and the Holders. After the occurrence of a Liquidating Event, no Member Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding The Managing Member (or, in the event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any provision Person elected by a Majority in this Agreement to the contrary, Interest of the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue (the Managing Member or such other Person being referred to be fully binding upon the Members until such time herein as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator “Liquidator”)) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property property, and the Company property shall cause be liquidated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof therefrom (as determined pursuant to Section 10.8 of this Agreement)which may, to the extent sufficient therefordetermined by the Managing Member, to include shares of stock in the Managing Member) shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (i) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts and liabilities to creditors other than the Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of all of the Company’s debts and liabilities to the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (iii) Third, to the satisfaction of all of the Company’s debts and liabilities to the other than liabilities for which Holders (whether by payment or the making of reasonable provision for payment has been madethereof); and and (iiiv) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if anyFourth, to the Unit Members in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the Company taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2(a)(iv)). The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4. (b) Notwithstanding the provisions of Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the positive provisions of Section 13.2(a) hereof, undivided interests in such Membership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in their its Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodstaxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (d) In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the benefit of the Managing Member and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional or unmatured liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable. (e) The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the Managing Member of the Company.

Winding Up. Upon As outlined in the Tax Protocol, upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has been distributed pursuant to this Section 10.2 14.5 and Articles of Dissolution have the Company’s Certificate has been filed pursuant to canceled in accordance with the Act. The Liquidator All of the business and affairs of the Company shall be responsible for overseeing the prompt liquidated and orderly winding wound up and dissolution all of its assets shall be distributed by the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof liquidating trustee as follows: (as determined pursuant to Section 10.8 of this Agreement)a) First, to the extent sufficient therefor, to be applied and distributed, to creditors of the maximum extent permitted by law, in the following order: Company (i) first, to creditors (including other than Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all the debts and liabilities of the Company’s Debts and other liabilities Company (whether by payment or the making of reasonable provision for payment thereof); (b) Second, other than to Members that are creditors of the Company in satisfaction of the debts and liabilities for which of the Company (whether by payment or the making of reasonable provision for payment has been madethereof); and (c) At Alcoa USA’s option, the Capital Accounts of the Alumina Members may be liquidated in cash. If Alcoa USA so elects, Alcoa USA may make an additional cash capital contribution upon liquidation sufficient so that, if such funds are distributed to the Alumina Members, their aggregate Capital Account balances will be reduced to zero. Cash payments shall be made to the extent necessary to ensure that the Alumina Members receive their aggregate Percentage Interest of the total value of all assets distributed upon liquidation as determined in accordance with Section 14.4. For convenience, such additional capital contribution and (iidistributions may, at Alcoa USA’s election, be effected by direct payments from Alcoa USA to the Alumina Members. The provisions of this Section 14.5(c) second, except as provided in this Agreement, shall be applied only after giving full effect to Members in satisfaction of liabilities for all distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) Sections 5.1 and 7.1 of the definition Tax Protocol. (d) All remaining assets of Gross Asset Value the Company shall be distributed in Section 1.10 of this Agreement, after giving effect kind to all contributions, distributions and allocations for all periodsthose Members that contributed such in-kind assets in proportion to their respective Capital Account balances.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon (i) the occurrence of a Dissolution EventLiquidation Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidation Event (unless the Company is reconstituted pursuant to Section 13.1(b)), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets (including by making demand for payment under and fully enforcing its rights (including, as applicable, rights of assignment) under and in respect of all Transaction Documents), and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, with the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within (in the case of clause (i) above) ninety (90) days of the occurrence of the Liquidation Event or (in the case of clause (ii) above) within ninety (90) days after the last day of the Reconstitution Period. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale or other realization thereof (as determined pursuant to Section 10.8 of this Agreementincluding drawing on the Demand Notes and assigning all or any assignable rights under any Transaction Documents), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than liabilities for which reasonable provision for payment has been made; and ; (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; Class A Limited Members, pro rata in proportion to their Unrecovered Capital, in an amount equal to their Unrecovered Capital; (iiic) third, the balance, if any, to the Unit Holders Class A Limited Members with documented Breakage Costs, pro rata in accordance with the positive balance proportion thereto, in an amount equal to their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.documented Breakage Costs; and

Winding Up. Upon (a) On dissolution of the occurrence Company, the Board of Managers, in the same manner provided by ARTICLE VII with respect to the operation of the Company, shall act as liquidator, provided that in the case of a Dissolution Eventdissolution pursuant to Section 11.1(c), Section 11.1(d) or Section 11.1(f), the Member that elects such dissolution shall act as liquidator. The liquidator shall wind up the affairs of the Company as provided in the Act and shall have all the powers set forth in the Act. The costs of liquidation shall be a Company expense. (b) From and after the date on which an event set forth in Section 11.1 becomes effective, the Company shall continue solely cease to make Investments after that date, except for Investments which the purposes Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet or letter of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent withintent, or not necessary definitive legal documents under which less than all advances have been made) on or before such effective date. (c) Notwithstanding anything to or the contrary in Section 6.2, distributions to the Members during the winding down of the Company shall be made no less frequently than quarterly to the extent consisting of a Member’s allocable share of cash and cash equivalents, after taking into account reasonable reserves deemed appropriate forby Prior Manager Approval, winding up to fund Investments in which the Company continues to participate (as set forth in the immediately preceding paragraph), expenses and all other obligations (including without limitation contingent obligations) of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contraryUnless waived by Prior Manager Approval, the Members acknowledge Company also shall withhold 10 percent (10%) of distributions in any calendar year, which withheld amount shall be distributed within 60 days after the completion of the annual audit covering such Fiscal Year. A Member shall remain a Member until all Investments in which the Company participates are repaid or otherwise disposed of, the Member’s allocable share of all expenses and agree that all covenants other obligations (including without limitation contingent obligations) of the Company are paid, and obligations set forth all distributions are made hereunder, at which time the Member shall have no further rights under this Agreement Agreement. (d) Profits and Losses during the period of liquidation shall continue to be fully binding upon allocated among the Members until such time in accordance with Section 6.1(a), or as otherwise required to enable the Property has been distributed liquidating distributions made pursuant to this Section 10.2 and Articles of Dissolution 11.2(d) to have been filed pursuant to the Actsubstantial economic effect. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in Upon satisfaction of all of the Company’s Debts and other liabilities (whether by payment or by the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iipayment) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdCompany’s liabilities, the balance, if any, to Company’s property and assets or the Unit Holders proceeds from the liquidation thereof shall be applied and distributed in accordance with the positive balance distribution priorities (and subject to the limitations) established in their Section 6.2, to the extent not previously satisfied. (e) Notwithstanding the foregoing, upon the occurrence of an event described in Section 11.1(c), Section 11.1(d) or Section 11.1(f), the Exercising Member may elect alternatively by written notice to the other Member, for a period of either (i) 15 business days in the case of an event described in Section 11.1(c) or Section 11.1(d) or (ii) 10 days in the case of an event described in Section 11.1(f) (such period described in (i) or (ii), as applicable, the “Call Option Period”) following the occurrence of such event, to purchase the other Member’s Membership Interest or designate a third party to effect such purchase (such election, the “Call Option”). The purchase price for such Membership Interest shall be payable in cash within 30 days after the Call Option is delivered to the other Member, and shall be equal to the Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) Account of the definition other Member adjusted to reflect the Value of Gross Asset Value the Company as determined as of the date of the last valuation pursuant to Section 10.3. Each Member hereby agrees to sell its Membership Interest to the Exercising Member or the third party designated by the Exercising Member at such price if the Call Option is timely exercised by the Exercising Member. If the Exercising Member does not exercise the Call Option within the Call Option Period or if the Exercising Member or its third-party designee does not purchase the other Member’s Entire Interest within 30 days after the Call Option is delivered to the other Member, then the Call Option shall terminate and (i) in the case of the occurrence of an event described Section 1.10 11.1(c) or Section 11.1(d) the Exercising Member shall retain the option to elect the dissolution of this Agreementthe Company pursuant to Section 11.1(c) or Section 11.1(d), as applicable or (ii) in the case of the occurrence of an event described Section 11.1(f), the non-Exercising Member shall retain the option to elect the dissolution of the Company pursuant to Section 11.1(f). After any purchase pursuant to an Call Option, the other Member shall no longer be a member of the Company, and the Exercising Member, or third party designee of the Exercising Member that has consummated the purchase, may dissolve or continue the Company as it may determine. (f) A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within 30 days after giving effect to the distribution of all contributions, distributions of the assets of the Company. Such accounting and allocations for all periodsstatements shall be prepared under the direction of the liquidator.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon Except as otherwise provided in Section 14.2, upon the occurrence happening of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of conduct no business nor engage in any activity that is not necessary or appropriate to winding up its business and liquidating, and shall proceed promptly to wind up its affairs in an orderly manner, liquidating to liquidate its assets and satisfying assets, to satisfy the claims of its creditors and Members; Partners, and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement distribute its remaining assets to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Actits Partners. The Liquidator General Partner shall be responsible for overseeing supervising the prompt and orderly winding up and dissolution liquidation and shall dispose of the Company's property as promptly as is consistent with obtaining its fair market value. In the discretion of the General Partner, a pro rata portion of the amounts that otherwise would be distributed to the Partners or winding up may be (a) withheld to provide a reasonable reserve for unknown or contingent liabilities of the Company; or (b) distributed to a trust created for the benefit of the Partners for purposes of liquidating Company assets, collecting amounts owed to the Company, or paying contingent or unknown liabilities of the Company. The Liquidator Any amounts so withheld or distributed to a trust shall take full account be distributed to the Partners from time to time as the General Partner deems it to be practicable in the same proportions such amounts would have been distributed to the Partners had they not been withheld or distributed to such a trust. Notwithstanding anything to the contrary in Article V, (i) at the end of the Company’s liabilities and day immediately prior to the date of any Distribution of the proceeds of the disposition of the Company Property and shall cause the Property or other assets of the proceeds from the sale thereof (as determined Company pursuant to Section 10.8 14.3.2, the books of the Company shall close and the Company's items of income, gain, loss and deduction for the period ending on such day shall be allocated among the Partners in the manner provided in clause (ii) of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; sentence and (ii) secondfor any Liquidation Year, except the Company's items of income, gain, loss and deduction shall be allocated among the Partners in a manner such that each Partner's Capital Account shall equal the amount such Partner would receive as provided a Distribution if all assets of the Company as of such day were sold for cash equal to the Carrying Value thereof for federal income tax purposes, and all Company liabilities were satisfied to the extent required by their terms, and the net assets of the Company were distributed in this Agreementfull to the Partners pursuant to Sections 6.1.1 (other than clause (b) thereof) and 6.1.2, to Members in satisfaction all as of liabilities for such day, computed after the distributions pursuant to Section 6.1 have been made for the Act; (iii) third, the balance, if any, period ending on such day and taking into account any required reduction in a Distribution pursuant to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods6.3.

Winding Up. Upon the occurrence of a Dissolution Event or the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Business and affairs of the Company’s business and affairs. Notwithstanding any provision ; provided, that, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property property of the Company has been distributed pursuant to this Section 10.2 9.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator Managers, as liquidators, shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of a Dissolution Event. The Liquidator Managers, as liquidators, shall take full account of the Company’s liabilities and Property property and shall cause the Property such property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: order and priority: (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts debts and other liabilities to creditors (whether by payment or the making of reasonable provision for payment thereofincluding Members that are creditors), other than liabilities for which reasonable provision for payment has been made; and . (iib) second, except as provided in this AgreementSecond, to Members establishing any reserves which the Managers determine, in satisfaction their sole and absolute discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of liabilities for distributions pursuant to the Act; Company. (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment order of priority set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods5.1.

Winding Up. Upon the occurrence of a Dissolution Event, If the Company is dissolved pursuant to Section 10.1(a), it shall continue solely for be wound up as soon as reasonably practicable thereafter in the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, manner set forth herein. The winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to Company shall be carried out by the contrary, Manager or a Person selected by the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon Manager (the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act“Liquidator”). The Manager or the Liquidator shall be responsible for overseeing the prompt have full power and orderly winding up authority to sell, assign and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property encumber any or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's assets and other liabilities to wind up and liquidate the affairs of the Company, and shall use commercially reasonable efforts to do so in an orderly and business-like manner. (whether by payment a) As soon as the Manager or the making Liquidator of reasonable provision for payment thereof)the Company reasonably determines to be practicable after the termination of the Company, other than liabilities for which reasonable provision for payment the Company's assets shall be reduced to cash and distributed in the following manner and order of priority to the extent permitted by applicable Law: i. the Claims of all creditors of the Company that are not Members shall be paid and discharged; ii. the Claims of all creditors of the Company that are Members shall be paid and discharged; and iii. the balance shall be distributed to the Members as follows: 1. First, 100% of the balance to Series A Members until each Series A Member has been made; distributed an amount equal to their accrued but undistributed Preferred Return and (ii) secondAdditional Preferred Return; 2. Second, except as provided in this Agreement100% of the balance to all Members, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdpari passu, the balance, if any, to the Unit Holders in accordance with their unreturned capital contributions until all unreturned capital contributions are reduced to zero; 3. Thereafter, 100% to the positive balance in their Capital Accounts calculated after making holders of Common Units. (b) The Manager or the Liquidator shall file a certificate of dissolution or such other documents as may be required adjustment set forth in clause (ii)(C) by the Act or advisable to effect the dissolution and termination of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsCompany with any affected jurisdictions.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding the winding-up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided, however, that all covenants contained in this Amended Agreement and obligations set forth provided for in this Amended Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed no later than ninety (90) days after the later of (i) the occurrence of the Dissolution Event and (ii) the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Operating Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within eighty-nine (89) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by the Act), other than liabilities for which reasonable provision for payment has been made; and distribution to Members under the Act; (iib) second, except as provided in this AgreementSecond, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. No Member shall receive additional compensation for any services performed pursuant to this Article XII.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 20.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, and shall endeavor to complete the winding up no later than 90 days after the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement20.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and distributions to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. It is intended that each Common Share receive an identical amount under this provision, and this Agreement shall be construed so as to achieve that result. Notwithstanding Section 20.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 20.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles any articles of Dissolution dissolution or similar document have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon (a) In the occurrence event of the dissolution of the Company pursuant to Section 12.02(a), the Company’s affairs shall be wound up by the Board or a liquidating trustee of the Company selected by the Board (in such capacity, the “Liquidating Agent”), which Liquidating Agent, if not the Board, shall be an individual who is knowledgeable about the Company’s business and operations (to the extent possible) and has substantial experience in the purchase and sale of businesses. (b) Subject to Section 12.04(c), upon dissolution of the Company and until the filing of a Dissolution Eventcertificate of cancellation as provided in Section 18-203 of the Act, the Liquidating Agent may, in the name of, and for and on behalf of, the Company, prosecute and defend lawsuits, whether civil, criminal or administrative, settle and close the Company’s business, dispose of and convey the Company’s property or sell the Company (and its Subsidiaries) as a going concern, discharge or make reasonable provision for the Company’s liabilities, and distribute to the Members in accordance with Section 12.05 any remaining assets of the Company, in each case, without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement, the Members shall continue solely to share distributions and allocations during the period of liquidation in the same manner as before the dissolution. (d) A reasonable time period shall be allowed for the purposes orderly winding up and liquidation of the assets of the Company in accordance with this Section 12.04 and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up its affairs in an orderly manner, liquidating its assets and satisfying until the claims filing of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, a certificate of cancellation of the Company with the Secretary of State. (e) Upon the completion of the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement Liquidating Agent or other duly designated representative shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles file a certificate of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution cancellation of the Company. The Liquidator shall take full account Company with the Secretary of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except State as provided in this Agreement, to Members in satisfaction Section 18-203 of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles Certificate of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors creditors, Unitholders and Members; , and no Unitholder or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Unitholders and Members until such the time as the Property has been distributed pursuant to this Section 10.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator appointed under Section 7.6 shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient thereforProperty, to be applied and distributed, to the maximum extent permitted by law, in the following order: order (isubject to any priority Distributions applicable to Units of any specific Class or Classes): (1) first, to creditors (including Managers, Unitholders, Members and Directors Affiliates of Unitholders and Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts, obligations and other liabilities (whether by payment or the making of reasonable provision for payment thereofof the liabilities), other than liabilities for which reasonable provision for payment has been made; and and (ii2) second, except as provided the excess of the amount paid in this AgreementSection 7.2(1) above, subject to Members any priorities in satisfaction the designation of liabilities for distributions pursuant to the Act; (iii) third, the balance, if anyUnit Classes, to the Unit Holders Unitholders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth Accounts, as provided in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAppendix E, after giving effect to all contributions, distributions and allocations for all periodsArticle XII.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this Operating Agreement and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.6), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: 52 52 (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the CompanyPartnership’s business and affairs. Notwithstanding any provision To the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon on the Members Partners until such time as the Partnership Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed pursuant to canceled in accordance with the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership, shall take full account of the CompanyPartnership’s liabilities and property, shall cause the Partnership Property to be liquidated as promptly as is consistent with obtaining the fair value thereof unless the Partners unanimously consent to distributions of all or any part of the Partnership Property in kind, and shall cause the Partnership Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to other than the extent otherwise permitted by law) General Partner in satisfaction of all of the CompanyPartnership’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distributors under Section 17-606 of the Act; (b) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner to the extent adequate provision therefore has not been made; and and (iic) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders Partners in accordance with the their positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 11. The General Partner understands and agrees that by accepting the provisions of this Section 11.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, the General Partner expressly waives any right which it, as a creditor of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinates to said creditors any such right.

Winding Up. Upon the occurrence dissolution of a Dissolution Eventthe Company, unless the business of the Company is continued as provided in Section 13.1.2 of this Agreement, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets property, and satisfying the claims of its creditors and Members; and no Member . No Director shall have the authority to take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding The Board of Directors (or, in the event there is no remaining Director, any provision Person elected by a Majority in this Agreement to Interest of the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator Members) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property property. The Company property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (i) first, to creditors (including Members and Directors who are creditors: 13.2.1. First, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), to creditors other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreementthe Members; 13.2.2. Second, to Members in satisfaction the payment and discharge of all of the Company’s debts and liabilities for distributions pursuant to the ActMembers; (iii) thirdand 13.2.3. Thereafter, the balance, if any, to the Unit Holders Members in accordance proportion to their ownership of Units. In the discretion of the Board of Directors or other person in charge of winding up, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article 13 may be distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contested, contingent, or unforeseen liabilities or obligations of the Company arising out of or in connection with the positive balance Company. The assets of any such trust shall be distributed to the Members, from time to time, in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) reasonable discretion of the definition Board of Gross Asset Value Directors or other person in Section 1.10 charge of winding up, in the same proportions among the Members as such amount would have been distributed directly from the Company pursuant to this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Committee Representatives who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and ; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; ; (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated Account balances (after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods). (d) Notwithstanding the foregoing, in the event of a Dissolution Event, the holder(s) of the NS Member's Membership Interests shall have a right to in-kind distribution of the Line upon payment of an amount equal to the difference between the Fair Value of the Line and the amount the NS Member would otherwise be entitled to after giving effect to Section 11.2(a) through Section 11.2(c) above. (e) Members or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 11.

Winding Up. Upon Liquidation and Distribution of Assets following Contractual Dissolution. After completion of the occurrence of a Dissolution Eventmatters described in Section 15.4, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take wind up the Company’s affairs, but the Court of Chancery. upon cause shown, may wind up the Company’s affairs upon application of any action that is inconsistent withMember or his legal representative, or not necessary and in connection therewith, may appoint a liquidating trustee. Subject to or appropriate for15.4, winding up upon dissolution, an accounting shall be made of the Company’s business assets, liabilities and affairsoperations. Notwithstanding any provision in this Agreement to from the contrary, date of the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon last previous accounting until the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles date of Dissolution have been filed pursuant to the Actdissolution. The Liquidator Board of Managers shall be responsible for overseeing immediately proceed to wind up the prompt and orderly winding up and dissolution affairs of the Company. The Liquidator shall take full account If the Company is dissolved and its affairs are to be wound up, the Board of Managers shall: (i) Except as provided for in Section 15. 3(C)(v), sell or otherwise liquidate all of the Company’s liabilities and Property and shall cause assets as promptly as practicable. (ii) Allocate any Net Profit or Net Loss resulting from such sales to the Property or the proceeds from the sale thereof Member’s Capital Accounts in accordance with Section 12 of this Agreement; (as determined iii) Any assets to be distributed in kind pursuant to Section 10.8 IS.3(c)(v) shall be given a fair market value. The fair market value of such property shall be determined and the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealised income, gain, 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 such property for the fair market value of such property on the date of distribution. For the purposes of this Agreementsub-section the fair market value of such property shall be a value agreed by the Members and in the absence of agreement by the Members, the fair market value of such assets as determined at the request of either Member by the auditors from time to time of the Company applying the provisions of this Section 15.5(c)(iii). The fair market value of undersea cable capacity and Backhaul shall not be less than the historic costs of such capacity at the time purchased. The auditors will act as experts and not as arbitrators and their determination will, in the absence of manifest error be final. (iv) Discharge all liabilities of the Company, including liabilities to Members who are creditors of the Company to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of but excluding liabilities for distributions pursuant to Members under Sections 12.5(a) and 12.5(b); and (v) Distribute the Act; (iii) third, the balance, if any, remaining assets to the Unit Holders Members in accordance with the positive balance (if any) of each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs). Any such distributions to the Members in respect of their Capital Accounts calculated after making shall be made within the required adjustment set forth time specified in clause (ii)(CSection 1.704-I(b)(2)(ii)(b)(2) of the definition Treasury Regulations. As part of Gross Asset Value such distributions. the following assets, shall be distributed in Section 1.10 kind to the Members all undersea cable capacity and UK Backhaul capacity. In each case together with transmission equipment and all fights under contracts pursuant to which such capacity or equipment has been obtained (including rights to maintenance). This capacity will be allocated to the Members as whole circuit end to end capacity point of presence in London to point of presence in New York on the following basis: capacity which is used by a Member to provide service to that Member’s customers, to the Member using it all other capacity, 50 % to each Member where shared equipment is required for each end to end service such equipment shall be allocated 50% by value to each Member. any shared equipment shall be held in the joint names of the Members, and each Member shall pay 50% of any ongoing costs properly incurred in respect of such shared equipment including maintenance or insurance. from the date when any shared equipment is refreshed, each Member shall thereafter procure its own separate equipment. • the whole of the issued share of capital of the UK Subsidiary 50% to each Member; • IPR owned by the Company on the basis that the Company shall assign any IPR owned by the Company in the US to MFN (or such Associated Company as it may designate) and any IPR owned by the Company in the UK to RACAL (or such Associated Company as it may designate) provided that each party will gram to the Other a nonexclusive, non-assignable licence to exploit such know-how and specifications for its own use and benefit but no party shall have the right to use trade marks, logos or business names which identify the Company • all customer contracts of the Company (other than contracts with either Member or their Associated Companies) on the basis that so far as practicable contracts will be divided so that so far as practicable each Member receives contracts which have aggregate revenue over the life of the contract equal to 50% of the total revenue calculated over the life of all such contracts and so far as practicable contracts for customers situated in the USA shall be distributed to MFN and contracts for customers situated in Europe shall be distributed to RACAL. • all local tail circuits shall be distributed to the Member to whom the corresponding customer contract has been distributed. If the value of assets being distributed to a Member pursuant to this Agreement, after giving effect section 15.3(c)(v) exceeds the balance in such Member’s Capital Account. then such Member shall pay such excess in cash to all contributions, distributions and allocations the Company for all periodsdistribution to the other Member.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up shall be completed no later than ninety (90) days after the later of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and distributions to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members, subject to any applicable Trust Interest Designation, in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. Notwithstanding Section 14.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this Operating Agreement and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.6), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors creditors, Unitholders and Members; , and no Unitholder or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Unitholders and Members until such the time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have Organization has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator appointed under Section 7.6 shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient thereforProperty, to be applied and distributed, to the maximum extent permitted by law, in the following order: order (isubject to any priority Distributions applicable to Units of any specific Class or Classes and Appendix E): (1) first, to creditors (including Directors, Unitholders, Members and Directors Affiliates of Unitholders and Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts, obligations and other liabilities (whether by payment or the making of reasonable provision for payment thereofof the liabilities), other than liabilities for which reasonable provision for payment has been made; and and (ii2) second, except as provided the excess of the amount paid in this AgreementSection 7.2(1) above, subject to Members any priorities in satisfaction the designation of liabilities for distributions pursuant to the Act; (iii) third, the balance, if anyUnit Classes, to the Unit Holders Unitholders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth Accounts, as provided in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAppendix E, after giving effect to all contributions, distributions and allocations for all periodsArticle XII.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and MembersUnit Holders; and no Member Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members Unit Holders acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 and Articles any articles of Dissolution dissolution or similar document have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members Unit Holders and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; ; (b) Second, to the Preferred Unit Holders to the extent of and in proportion to the amount for each such Preferred Unit Holder which, when combined with the aggregate prior distributions to such Preferred Unit Holder made pursuant to Section 4.1(a) (iito the extent such distributions are treated as prepayments of distributions pursuant to Section 4.1(b)) second, except as provided in and Section 4.1(b) of this Agreement, equals such Preferred Unit Holder’s aggregate accrued and unpaid Preferred Return through the date of such liquidation; (c) Third, to Members the Preferred Unit Holders an amount equal to the Preferred Unit Holders’ aggregate Adjusted Capital Contributions in satisfaction proportion to the Adjusted Capital Contribution of liabilities each Preferred Unit Holder. If the Company’s assets and funds are insufficient to permit the payment to the Preferred Unit Holders of the full amounts set forth in Sections 10.2(b) and 10.2(c), then the entire assets and funds of the Company legally available for distributions distribution after payment of creditors pursuant to Section 10.2(a) shall be distributed ratably among the Act; holders of Preferred Units in proportion to the amounts that each Preferred Unit Holder would have received if the Company’s assets and funds were sufficient to fully satisfy all amounts payable with respect to the Preferred Units pursuant to Sections 10.2(b) and 10.2(c); (iiid) thirdFourth, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment adjustments set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods; and (e) Thereafter, to the Unit Holders pro rata in proportion to each such Unit Holder’s Percentage Interest.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding the winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided, however, that all covenants contained in this Amended Agreement and obligations set forth provided for in this Amended Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed no later than ninety (90) days after the later of (i) the occurrence of the Dissolution Event and (ii) the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

Winding Up. A. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding The Manager or, in the event there is no remaining Manager, any provision Person elected by Members holding a majority of the Percentage Interests in this Agreement the Company (the Manager or such other Person being referred to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time herein as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator “Liquidator”), shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property property and the Company property shall cause be liquidated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to therefrom shall be applied and distributeddistributed in the order and priority set forth in Section 5.1.B. A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to this Section 10.2 in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect between the Members during the period of liquidation. B. Notwithstanding the provisions of Section 10.2.A which require liquidation of the assets of the Company, but subject to the maximum extent permitted by laworder of priorities set forth therein, in if prior to or upon dissolution of the following order: (i) first, to creditors (including Members and Directors who are creditors, to Company the extent otherwise permitted by law) in satisfaction Liquidator determines that an immediate sale of part or all of the Company’s Debts and other liabilities (whether by payment assets would be impractical or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant would cause undue loss to the Act; (iii) thirdMembers, the balanceLiquidator may, if anyin its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members and their Affiliates as creditors) and/or distribute to the Unit Holders Members, in lieu of cash, as tenants in common and in accordance with the positive balance provisions of Section 10.2.A, undivided interests in their Capital Accounts calculated after making such Company assets as the required adjustment set forth Liquidator deems not suitable for liquidation. Any such distributions in clause (ii)(C) kind shall be made only if, in the good faith judgment of the definition Liquidator, such distributions in kind are in the best interest of Gross Asset Value the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in Section 1.10 kind using such reasonable method of this Agreement, after giving effect to all contributions, distributions and allocations for all periodsvaluation as it may adopt.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors the Manager who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to members under Section 18-601 or Section 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or Section 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article XII.

Winding Up. Upon On the occurrence dissolution of a Dissolution Eventthe Company, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no neither the Board of Managers nor any Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed pursuant to cancelled in accordance with the Act. The Liquidator At WPSC’s option, the Property shall, if elected by WPSC, be distributed in kind to WPSC and the fair market value (at the time of distribution) of such Property distributed in kind shall be credited against any distribution to WPSC pursuant to Section 9.4(b) and (c). To the extent that the fair market value of the in kind distribution received by WPSC pursuant to this Section 9.4 exceeds the amount of the distribution that WPSC is entitled to receive pursuant to Section 9.4(b) and (c), then, as a condition to making such in kind distribution to WPSC, WPSC shall contribute in cash the fair market value of such excess to the Company for distribution to SCL. Subject to the foregoing, the Board of Managers shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property, shall cause the Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (i) first, to creditors (including Members and Directors who are creditors: a. First, to the extent otherwise permitted by law) in satisfaction payment of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than Member Loans) to creditors other than the Members and to the payment of the expenses of liquidation. b. Second, to the payment of all Member Loans and all of the Company’s debts and liabilities for which reasonable provision for to the Members in the following order and priority: i. first, to the payment has been made; of all debts and (liabilities owed to any Member other than in respect of Member Loans; ii) . second, except to the payment of all accrued and unpaid interest on Member Loans, such interest to be paid to each Member and its Affiliates (considered as provided a group) pro rata in this Agreementproportion to the interest owed to each such group; and iii. third, to Members the payment of the unpaid principal amount of all Member Loans, such principal to be paid to each Member and its Affiliates (considered as a group) pro rata in satisfaction of liabilities for distributions pursuant proportion to the Act; (iii) third, the outstanding principal owed to each such group. c. The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. (a) Upon the occurrence dissolution of a Dissolution Eventthe Company as provided in Section 6.1 hereof, the Company Board of Directors (or its delegate), acting as the liquidator, shall continue solely for wind up the purposes of winding up its business and administrative affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s , except that if the Board of Directors is unable to perform this function (or to designate an appropriate delegate to do so), a liquidator elected by Members holding a majority of the voting power (determined in accordance with Section 3.3(i) hereof) of the Units eligible to vote shall promptly wind up the business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution administrative affairs of the Company. Net Profit and Net Loss during the period of winding up shall be allocated pursuant to Section 5.4 hereof. The Liquidator shall take full account proceeds from liquidation of the Company’s liabilities and Property and 's assets shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: manner: (i1) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all debts of the Company’s Debts , other than debts, liabilities or obligations to Members, and other liabilities the expenses of liquidation (including legal and accounting expenses incurred in connection therewith and amounts, if any, owed to Affiliates of the Company), up to and including the date that distribution of the Company's assets to the Members has been completed, shall first be satisfied (whether by payment or the making of reasonable provision for payment thereof)) on a pro rata basis; (2) such debts, other than liabilities for which reasonable provision for payment has been made; and (ii) second, except or obligations as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant are owing to the ActMembers shall next be paid in their order of seniority and on a pro rata basis; and (iii3) third, the balance, if any, to the Unit Holders Members or their legal representatives in accordance with the positive balance balances in their respective Capital Accounts calculated as determined after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect taking into account all adjustments to all contributions, distributions and allocations Capital Accounts for all periods. (b) Anything in this Section 6.2 to the contrary notwithstanding, but subject to the Delaware Act, upon dissolution of the Company, the Board of Directors or other liquidator may distribute ratably in kind any assets of the Company; provided, however, that if any in-kind distribution is to be made (i) the assets distributed in kind shall be valued pursuant to Section 7.2 hereof as of the actual date of their distribution and charged as so valued and distributed against amounts to be paid under Section 6.2(a) above, and (ii) any profit or loss attributable to property distributed in kind shall be included in the Net Profit or Net Loss for the Fiscal Period ending on the date of such distribution.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (h) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within sixty (60) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12. 1 (b) hereof The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12. 10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (other than the Manager but including other Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, to the Manager, in its capacity as a creditor of the Company, in satisfaction of all of the Company's debts and liabilities (whether by payment or the making of reasonable provision for payment has been madethereof); and (iic) secondThird, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiid) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. Except as provided in Section 12.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Section 12. The Manager understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the Manager expressly waives any right which it, as a creditor of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right.

Winding Up. (a) Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no . Neither the Manager nor any Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to A Person elected by the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator Manager shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property and shall cause the Property or of the Company shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient thereforsufficient, to shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the maximum extent permitted by lawCompany, in the following order: order set forth in Section 11.2(c). (b) In the final Fiscal Year of the Company or upon the occurrence of a Liquidating Event, Profits and Losses shall be credited or charged to the Capital Accounts of the Members (which Capital Accounts shall first be adjusted to take into account all allocations and non-liquidating distributions made during such final year in accordance with Articles 4 and 5 hereof). If the fair market value of Company assets to be distributed In Kind (as determined by the Manager) exceeds (“book gain”) or is less than (“book loss”) the Company’s Gross Asset Value for such assets, such book gain or book loss shall be taken into account in computing Profits and Losses and in allocating Profits and Losses of the Company in the manner provided in Article 4. (c) If the Company is dissolved and its affairs are to be wound up, the Manager shall, subject to the execution of all other applicable provisions of this Agreement: (i) firstSell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Manager may determine to distribute any assets to the Members In Kind); (ii) Allocate any Profits and Losses (and any other items) resulting from such sales and any distributions In Kind to the Members’ Capital Accounts in accordance with Articles 4 and 5 hereof, and otherwise make all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs. (iii) Discharge all liabilities of the Company, including liabilities to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities to Members for which reasonable provision distributions, and establish such reserves as may be reasonably necessary to provide for payment has been madecontingent liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company); and (iv) Distribute the assets of the Company to the Class A Members in priority in accordance with Sections 5.2(a)(i), 5.2(a)(ii) and 5.2(a)(iii), and thereafter all remaining assets to the Management Member in accordance with Section 5.2(a)(iii). (iid) second, except as provided Notwithstanding anything to the contrary in this Agreement, to Members in satisfaction upon a liquidation within the meaning of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(CSection 1.704-1(b)(2)(ii)(g) of the definition of Gross Asset Value in Section 1.10 of this AgreementRegulations, if any Member has a deficit capital account (after giving effect to all contributions, distributions distributions, allocations and allocations other Capital Account adjustments for all periodstaxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever. (e) Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. (f) The Managers shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. (g) For all purposes under this Agreement which reference Dissolution, winding up, liquidation or distribution of the Company, all actions subject to such references shall be subject under any and all circumstances and events to the limitations of Sections 5.2 and 5.4. (h) Notwithstanding anything to the contrary in this Agreement, the assets held upon dissolution of the Company shall, except in the case of final liquidation of the Company, be disbursed in three monthly installments, the first of which, shall fall due for payment after all liabilities of the Company have been paid and all assets have been liquidated. The disbursement of the assets held upon dissolution of the Company shall be prolonged appropriately if the payment pursuant to the forgoing sentence would be unreasonable for the Company in light of its liquidity situation, as determined by the Manager.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Members and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property property of the Company has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have been filed pursuant to the ActCompany has terminated. The Liquidator Managing Member shall be responsible for overseeing the prompt and orderly winding up and dissolution liquidation of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), to creditors other than liabilities for which reasonable provision for payment has been made; and Members; (iib) second, except as provided in this AgreementSecond, to the payment and discharge of all of the Company’s debts and liabilities to Members in satisfaction (including payment of liabilities for distributions pursuant any Priority Returns due to the Act▇▇▇▇▇▇▇); and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Section 12. Each Member understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, such Member expressly waives any right which it, as a creditor of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other BADGER STATE ETHANOL, LLC OPERATING AGREEMENT liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; ; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in of this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.6 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree ; provided that all covenants contained in this Operating Agreement and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement11.6), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and (ii) second, except as provided in this Agreement, liabilities for distribution to Members in satisfaction under Section 18-601 or 18-604 of liabilities for distributions pursuant to the Act; (iiib) third, the balance, if anySecond, to the Unit Holders holder of Class A Preferred, an amount equal to the greater of (i) the lesser of (A) such Class A Preferred's Liquidation Preference, plus all accrued and unpaid distributions to the date fixed for such distribution that have not yet been included in accordance with the positive balance in their Capital Accounts calculated after making Liquidation Preference or (B) the required adjustment set forth in clause net assets of the Company or (ii)(Cii) the sum of three percent (3%) of the definition net fair market value of Gross Asset Value the Company plus the amount of all accrued quarterly distributions that have not been paid in Section 1.10 cash (including those reflected in the Liquidation Preference) to the date fixed for such distribution. (c) Third, to the holders of this AgreementClass B Preferred, after giving effect an amount per Share equal to such Class B Preferred's Liquidation Preference, plus all contributionsaccrued and unpaid distributions to the date fixed for such distribution (if the assets legally available to be distributed to the holders of the Class B Preferred are insufficient to permit the payment to such holders of their full preferential amount, distributions the assets legally available to be distributed shall be distributed ratably among the holders of Class B Preferred in proportion to the full preferential amount each such holder is otherwise entitled to receive); and allocations (d) Fourth, to the holders of Common Shares all remaining amounts shared equally, Share for all periodsShare.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Operating Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Operating Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by the Act), other than liabilities for which reasonable provision for payment has been made; and distribution to Members under the Act; (iib) second, except as provided in this AgreementSecond, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. No Member shall receive additional compensation for any services performed pursuant to this Article XII.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 9.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator Board, by Unanimous Action, shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall, to the extent practical, be completed within ninety (90) days of the occurrence of the Dissolution Event. The Liquidator Board, by Unanimous Action, shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for Distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to Distribution under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance balances in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions Distributions and allocations for all periodsperiods up to and including the date of the Distributions set forth in this Section 9.2. Notwithstanding any other provision herein (but subject to Section 3.2(d)), in the event of a liquidation and winding up of the Company, items of income, gain, gross revenue, deduction and loss for the Allocation Year in which such liquidation and winding up occur, and for the preceding Allocation Year if the federal income tax return of the Company for such Allocation Year has not yet been filed, shall be specially allocated to the extent necessary first to cause the respective Capital Account balances of the Members to be equal to the amounts that would be distributed to them if the proceeds available for Distribution to the respective Members pursuant to Section 9.2(c) were instead distributed pursuant to Section 3.5. No Member shall receive additional compensation for any services performed pursuant to this Section 9.

Winding Up. A. Upon the occurrence of a Dissolution Eventan Event of Termination, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator Executive Committee shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company Assets and the Company’s 's liabilities and Property the Company Assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or subject to Sections 6.5 and 6.6 hereof, the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to therefrom shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: , ratably within each enumerated class: (i) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of or provision for all of the Company’s Debts 's debts and other liabilities (whether by payment or the making to creditors including, without limitation, Members, in respect of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeMember Loans; and and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders Members in accordance with their Percentage Interests, either in cash or in kind, as determined by the positive balance Executive Committee, with any assets distributed in kind to be valued for this purpose at their fair market value as determined pursuant to Section 11.2.C hereof. If any Company Assets are to be distributed in kind, such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition Members shall be adjusted pursuant to the provisions of Gross Asset Value Section 4.6.B hereof to reflect such deemed sale. B. Notwithstanding Section 11.2.A hereof, in Section 1.10 the event that the Executive Committee determines that an immediate sale of this Agreementall or any portion of the Company Assets would cause undue loss to the Members, the Executive Committee, in order to avoid such loss, may, after giving effect notice to all contributionsof the Members, distributions to the extent not then prohibited by the Act, either defer liquidation of and allocations withhold from distribution for a reasonable time any Company Assets except those necessary to satisfy the Company's debts and obligations, or distribute the assets to the Members in kind. C. If any Company Assets are to be distributed in kind, such assets shall be distributed on the basis of the Fair Market Value thereof, and any Member entitled to any interest in such assets shall receive an interest therein as a tenant-in-common with all periodsother Members so entitled.

Winding Up. Upon If the occurrence of a Dissolution EventCompany is dissolved and its affairs are to be wound up, the Company shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; members and no Member member shall take any action that is inconsistent with, with or not necessary to or appropriate for, for winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Company’s property and assets have been distributed pursuant to this Section 10.2 Agreement and Articles the Certificate of Dissolution have Cancellation has been filed pursuant to with the ActState of Delaware. The Liquidator Board shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property property, shall cause the property to be liquidated as promptly as is consistent with obtaining the fair value thereof (except to the extent the Board decides to distribute any assets to the members in kind), shall allocate any net profit and net loss resulting from such sales to the members as set forth in Article VI and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient thereforthereof, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (i1) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts debts and other liabilities to creditors, including any loans advanced by the members and all costs related to the dissolution, winding up, and liquidation and distribution of assets; (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii2) second, except as provided in this AgreementSecond, to Members in satisfaction the establishment of liabilities such reserves as may reasonably be determined by the Board to be necessary to provide for distributions pursuant to the ActCompany’s contingent liabilities; and (iii3) third, the The balance, if any, to the Unit Holders members, in accordance with proportion to the members’ respective positive balance balances in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations and adjustments for all periodsthe Company’s taxable year during which the liquidation occurs. Notwithstanding anything to the contrary contained herein, no member shall have an obligation to restore a negative balance in its Capital Account (or a Deficit Capital Account) upon winding up and dissolution of the Company.

Winding Up. Upon the occurrence of a Dissolution Event, the Company CX shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s CX's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has all of CX's assets have been distributed pursuant to this Section 10.2 12.2 and the Articles of Dissolution have been filed pursuant to in accordance with the Act. The Liquidator shall be responsible for overseeing supervising the prompt and orderly winding up and dissolution of the CompanyCX, which winding up and dissolution shall be completed as expeditiously as possible. The Liquidator Such person shall take full account of the Company’s CX's liabilities and Property assets and shall cause the Property its assets or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts CX's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Act; (ii) second, except as provided in this Agreement, to Members and former Members in satisfaction of liabilities for distributions pursuant to under Sections 18-601 or 18-604 of the Act; and (iii) third, the balance, if any, to the Unit Holders Members in accordance with proportion to the positive balance balances in their respective Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, determined after giving effect to all contributions, distributions and allocations for all periods). No Member shall receive additional compensation for any services performed pursuant to this Section 12.2.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Members and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Company's Property has been distributed pursuant to this Section 10.2 8.2 and Articles of Dissolution have the Certificate has been filed pursuant to canceled in accordance with the Act. The Liquidator Managing Member shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s 's liabilities and Property, shall cause the Company's Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than Member Loans) to creditors other than the Members and to the payment of the expenses of liquidation; (b) Second, to the payment of all Member Loans and all of the Company's debts and liabilities for which reasonable provision for to the Members in the following order and priority: (1) first, to the payment has been made; of all debts and liabilities owed to any Member other than in respect of Member Loans; (ii2) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Actpayment of all accrued and unpaid interest on Member Loans, such interest to be paid to each Member and its Affiliates (considered as a group) pro rata in proportion to the interest owed to each such group; and (iii3) third, to the payment of the unpaid principal amount of all Member Loans, such principal to be paid to each Member and its Affiliates (considered as a group) pro rata in proportion to the outstanding principal owed to each such group; (c) Third, in an amount equal to the unpaid cumulative Preferred Return; (d) Fourth, in an amount equal to the Preferred Capital Amount; (e) The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods; (f) In the discretion of the Managing Member, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Section 8.2 may be: (1) distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Managing Member, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Section 8.2; or (2) withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Members as soon as practicable; and (g) Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Treas. Regs. Section 1.704-1(b)(2)(ii)(b)(2). Each Member and each of its Affiliates (as to Member Loans only) agrees that by accepting the provisions of this Section 8.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, such Member or Affiliate expressly waives any right which it, as a creditor of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right. Notwithstanding the foregoing, in the event that the Managing Member shall determine that an immediate sale of part of all the Property would cause undue loss to the Members, or in the event that the Managing Member determines that it would be in the best interests of the Members to distribute the Property to the Members in-kind (which distributions do not, as to the in-kind portions, have to be in the same proportions as they would be if cash were distributed, but all such in-kind distributions shall be equalized, to the extent necessary, with cash), then the Managing Member may either defer liquidation of, and withhold from distribution for a reasonable time, any of the Property except that necessary to satisfy the Company's debts and obligations, or distribute the Property to the Members in-kind.

Winding Up. Upon the occurrence of (i) a Dissolution EventLiquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 12.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 12.1(b) hereof. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by lawother than Members) in satisfaction of all of the Company’s Debts and other liabilities Liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act); (b) Second, to Members in their capacities as creditors of the Company in satisfaction of all of the Company’s Debts and other Liabilities to the Members (whether by payment or the making of reasonable provision for payment thereof to the extent required by Section 18-804 of the Act), other than liabilities Liabilities for which reasonable provision for payment has been made; and distribution to Members under Sections 18-601 or 18-604 of the Act; (iic) second, except as provided in this AgreementThird, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.and

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Company has been filed terminated pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant BIG RIVER RESOURCES G▇▇▇▇▇▇▇, LLC OPERATING AGREEMENT to Section 10.8 of this Agreement12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Managers and Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdSecond, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. (a) Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and the Holders. After the occurrence of a Liquidating Event, no Member Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding The Managing Member (or, in the event that there is no remaining Managing Member or the Managing Member has dissolved, become bankrupt within the meaning of the Act or ceased to operate, any provision Person elected by a Majority in this Agreement to the contrary, Interest of the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue (the Managing Member or such other Person being referred to be fully binding upon the Members until such time herein as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator “Liquidator”)) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property property, and the Company property shall cause be liquidated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof therefrom (as determined pursuant to Section 10.8 of this Agreement)which may, to the extent sufficient therefordetermined by the Managing Member, to include shares of stock in the Managing Member) shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (i) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts and liabilities to creditors other than the Holders (whether by payment or the making of reasonable provision for payment thereof); (ii) Second, to the satisfaction of all of the Company’s debts and liabilities to the Managing Member (whether by payment or the making of reasonable provision for payment thereof), including, but not limited to, amounts due as reimbursements under Section 7.4 hereof; (iii) Third, to the satisfaction of all of the Company’s debts and liabilities to the other than liabilities for which Holders (whether by payment or the making of reasonable provision for payment has been madethereof); and and (iiiv) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if anyFourth, to the Unit Members in accordance with their positive Capital Account balances, determined after taking into account all Capital Account adjustments for all prior periods and the Company taxable year during which the liquidation occurs (other than those made as a result of the liquidating distribution set forth in this Section 13.2(a)(iv)). The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 13 other than reimbursement of its expenses as set forth in Section 7.4. (b) Notwithstanding the provisions of Section 13.2(a) hereof that require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company, the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Holders, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Holders as creditors) and/or distribute to the Holders, in lieu of cash, as tenants in common and in accordance with the positive provisions of Section 13.2(a) hereof, undivided interests in such Membership assets as the Liquidator deems not suitable for liquidation. Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interest of the Holders, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) If any Holder has a deficit balance in their its Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodstaxable years, including the year during which such liquidation occurs), except as otherwise agreed to by such Holder, such Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. (d) In the sole and absolute discretion of the Managing Member or the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Holders pursuant to this Article 13 may be: (i) distributed to a trust established for the benefit of the Managing Member and the Holders for the purpose of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent, conditional or unmantured liabilities or obligations of the Company or of the Managing Member arising out of or in connection with the Company and/or Company activities. The assets of any such trust shall be distributed to the Holders, from time to time, in the discretion of the Managing Member, in the same proportions and amounts as would otherwise have been distributed to the Holders pursuant to this Agreement; or (ii) withheld or escrowed to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld or escrowed amounts shall be distributed to the Holders in the manner and order of priority set forth in Section 13.2(a) hereof as soon as practicable. (e) The provisions of Section 7.8 hereof shall apply to any Liquidator appointed pursuant to this Article 13 as though the Liquidator were the Managing Member of the Company.

Winding Up. ‌ Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; ; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Cii)(D) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Business and affairs of the Company’s business and affairs. Notwithstanding any provision ; provided, that, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property of the Company has been distributed pursuant to this Section 10.2 13.2 and the Articles of Dissolution Organization have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within 90 days of the occurrence of a Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the such Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement13.10 below), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by lawlaw and this Agreement) in satisfaction of all of the Company’s Debts Debt of the Company and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for interim distributions to the Members or distributions to resigning Members; (iib) secondSecond, except as provided in this Agreement, to the Members and former Members in satisfaction of liabilities for interim distributions to the Members or distributions to resigning Members; (c) Third, to the Series C Preferred Members pro rata based on the number of Series C Preferred Units held by each until each Series C Preferred Member has received for each Series C Preferred Unit held by it distributions pursuant to this Section 13.2(c) equal to the ActSeries C Face Amount; (d) Fourth, to the Licensed Series C Members pro rata based on the number of Series C Preferred Units held by each until each Licensed Series C Member has received for each Series C Preferred Unit held by it distributions pursuant to this Section 13.2(d) equal to the Series C Priority Return thereon; (e) Fifth, in the case of any winding up prior to the Conversion Date, to the Series B Preferred Members pro rata in accordance with their Percentage Interests until each Series B Preferred Member has received distributions pursuant to this Section 13.2(d) equal to its share of the Redemption Price (Series B); and (iiif) third, the The balance, if anyany (i) in the case of any winding up prior to the Conversion Date, to the Unit Holders Members (other than any Series B Preferred Member or any Series C Preferred Member) pro rata in accordance with proportion to their Percentage Interests and (ii) in the positive balance case of any other winding up, to the Members (other than any Series C Preferred Member) pro rata in proportion to their Capital Accounts calculated after making Percentage Interests, limited in the required adjustment set forth in clause case of a Series B Preferred Member, to the product of (ii)(Cx) the number of Series B Preferred Units held by such Series B Preferred Member and (y) the definition of Gross Asset Value in Redemption Price Per Series B Preferred Unit. Subject to Section 1.10 of 13.10 below, no Member or Manager shall be entitled to receive additional compensation for any services performed pursuant to this Agreement, after giving effect to all contributions, distributions and allocations for all periodsARTICLE XIII.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution the Certificate have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Delaware Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Delaware Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Delaware Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member shall receive additional compensation for any services performed pursuant to this Article XIV.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 18.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, and shall endeavor to complete the winding up no later than 90 days after the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement18.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and distributions to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members, subject to the terms of any Share Designation, in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. It is intended that each Common Share receive an identical amount under this provision, and this Agreement shall be construed so as to achieve that result. Notwithstanding Section 18.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Article XVIII.

Winding Up. Upon (a) In the occurrence event of a Dissolution Eventdissolution, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no , in each case, in accordance with the Act. No Member shall take any action that is inconsistent with, with or not necessary to or appropriate for, for the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant Subject to the Act. The Liquidator , the Board shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , and shall take full account of the Company’s liabilities and Property assets, and the Company shall cause be liquidated and terminated as promptly as is consistent with obtaining the Property or fair value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to shall be applied and distributed, to the maximum extent permitted by law, distributed in the following order: order of priority, unless otherwise required by nonwaivable provisions of applicable Law: (i) first, to the payment of creditors of the Company (including Members and Directors who are creditorsMembers, except for the purposes of this Section 10.2(a)(i), to the extent otherwise permitted any Member is owed monies as a Class C Distribution or Class D Distribution pursuant to Section 6.8 or as a Capital Contribution such Members shall not be deemed to be a creditor of the Company), in the order of priority provided by law) Law, in satisfaction of all debts, liabilities and obligations of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been madeCompany due its creditors; and and (ii) second, except as provided in notwithstanding any other provision of this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders all Members, in accordance with their respective Capital Account balances (after adjustment to reflect the positive allocations pursuant to Article VI), not later than the time specified for such distribution pursuant to Regs. §704-1(b)(2)(ii)(b)(2). (b) Except as required by non-waivable provisions of the Act, if any Member has a deficit balance in their his, her or its Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person, for any purpose whatsoever. No Member shall receive any additional compensation for any services performed pursuant to this Article X.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Joint Venture shall continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s Joint Venture's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the ActJoint Venture has terminated. The Liquidator Managing Partner shall be responsible for overseeing the prompt and orderly winding up and dissolution liquidation of the Company. The Liquidator Joint Venture, shall take full account of the Company’s Joint Venture's liabilities and Property assets, shall cause the assets to be liquidated as promptly as is consistent with obtaining the fair market value thereof, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts Joint Venture's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), to creditors other than liabilities for which reasonable provision for payment has been made; and Partners; (iib) second, except as provided in this AgreementSecond, to Members in satisfaction the payment and discharge of all of the Joint Venture's debts and liabilities for distributions pursuant to the ActPartners; and (iiic) third, the The balance, if any, to the Unit Holders Partners in accordance with the positive balance in amount of their respective Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periodsperiods or portions thereof. The Managing Partner shall not receive any additional compensation for any services performed pursuant to this Section, but shall be entitled to reimbursement for all reasonable out-of-pocket costs and expenses incurred in connection therewith. Each Partner understands and agrees that by accepting the provisions of this Section setting forth the priority of the distribution of the assets of the Joint Venture to be made upon its liquidation, such Partner expressly waives any right which it, as a creditor of the Joint Venture, might otherwise have to receive distributions of assets pari passu with the other creditors of the Joint Venture in connection with a distribution of assets of the Joint Venture, and hereby subordinates to said creditors any such right. Any gains or losses on the disposition of properties of the Joint Venture in the process of liquidation shall be credited or charged to the Partners in accordance with the Addendum hereto. Any property distributed in kind in the liquidation shall be valued by agreement of the Partners and treated as though the property were sold and the cash proceeds distributed. The difference between the agreed value of the property distributed in kind and its book value shall be treated as a gain or loss on sale of the property and shall be credited or charged to the Partners in accordance with the Addendum hereto. The Partners agree that in the event of a sale of all or substantially all of the Joint Venture interests by the Partners in a single transaction or series of related transactions, the consideration to be received or retained by the Partners shall be allocated between the Partners in the same manner as if the proceeds of such sale were being distributed to the Partners as provided in Section 14.2(c) above, with no premium to either Partner for control, majority ownership or otherwise.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 14.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding the winding-up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree provided, however, that all covenants contained in this Amended Agreement and obligations set forth provided for in this Amended Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 14.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed no later than ninety (90) days after the later of (i) the occurrence of the Dissolution Event and (ii) the last day on which the Company may be reconstituted pursuant to Section 14.1(b) hereof. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement14.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Amended Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with (i) the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods, if the Dissolution Event occurs during the Pre-Corporate Period, or (ii) their Percentage Interest, if the Dissolution Event occurs on or after the Classification Change Date. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 14.

Winding Up. Upon the occurrence of a Dissolution EventEvent (unless the Partnership is not to be wound up pursuant to Section 12.1 hereof), the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants covenants' and obligations set forth this in Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed pursuant to cancelled in accordance with the Act. The Liquidator General Partner (or any Person (other than an Ineligible Person) that may be appointed by Investor, in the event (i) there is no remaining General Partner, or (b) the Partnership is dissolved as the result of a dissolution event described in Section 12.1(c), 12.1(e) (other than an event described in Section 12.1(e) hereof that did not violate Section 11.1 hereof) or 12.1(f) hereof and the General Partner has not made the distributions required by this Section 12.2 within seventy-five (75) Business Days after the Dissolution Event Date with respect to such event) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership, shall take full account of the Company’s Partnership's liabilities and Property, shall cause the Property to be liquidated, subject to Section 5.3(l)(ii) hereof, as promptly as is consistent with obtaining the fair value thereof unless it elects to make distributions of all or any part of the Property in kind and except as otherwise provided in this Section 12.2, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: (ia) firstFirst, to creditors (other than the General Partner but including Members and Directors Limited Partners who are creditors, to the extent otherwise permitted by law) , in satisfaction of all of the Company’s Debts Partnership's debts and other liabilities (including without limitation any accrued but unpaid fee under the Fee Agreement) (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for or payment has been made; made and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to Partners under sections 17-601 or 17-604 of the Act; (iiib) thirdSecond, to Investor in an amount equal to its accrued, unpaid Investor Guaranteed Payment; (c) Third, to the General Partner, in its capacity as a creditor of the Partnership, in satisfaction of all of the Partnership's debts and liabilities (whether by payment or the making of reasonable provision for payment thereof) (such liabilities in no event shall include amounts distributable pursuant to Section 4.1(b) hereof); and (d) The balance, if any, to the Unit Holders Partners in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. No General Partner shall receive any additional compensation for any services performed pursuant to this Section 12, other than compensation pursuant to Section 5.6(b) hereof. Each General Partner understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, such General Partner expressly waives any right which it, as a creditor of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinates to said creditors any such right. In connection with the winding up of the Partnership and the liquidation of its assets, the Schedule A Assets may be sold for their fair market value, whether or not such fair market value equals the projected value thereof on Schedule A. Unless the Partners otherwise unanimously agree, undivided interests in each item of Property and proportionate share of cash (including cash from the disposition of Property) shall be distributed to the Partners in proportion to the respective balances in the Partners' Capital Accounts as determined pursuant to Section 12.2(d) hereof.

Winding Up. Upon the occurrence of a Dissolution Event(i) Liquidating Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event (unless the Company is reconstituted pursuant to Section 13.1(b)), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Liquidating Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 13.1(b). The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement13.11), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereofthereof to the extent required by Section 18-804 of the Act), other than the liabilities for which reasonable provision for payment has been made; and distribution to Members under Section 18-601 or 18-604 of the Act; (iib) second, except as provided in this AgreementSecond, to the Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiic) thirdThird, the balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to a ▇▇▇▇-to-Market Valuation pursuant to Section 13.11 and a determination and allocation of all contributionsProfits, distributions Losses, and allocations other items of the Company’s income, gain, loss or deduction pursuant to Section 3. No Member shall receive additional compensation for all periodsany services performed pursuant to this Section 13.

Winding Up. Upon As outlined in the Tax Protocol, upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Company Property has been distributed pursuant to this Section 10.2 14.5 and Articles of Dissolution have the Company's Certificate has been filed pursuant to canceled in accordance with the Act. The Liquidator All of the business and affairs of the Company shall be responsible for overseeing the prompt liquidated and orderly winding wound up and dissolution all of its assets shall be distributed by the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof liquidating trustee as follows: (as determined pursuant to Section 10.8 of this Agreement)a) First, to the extent sufficient therefor, to be applied and distributed, to creditors of the maximum extent permitted by law, in the following order: Company (i) first, to creditors (including other than Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all the debts and liabilities of the Company’s Debts and other liabilities Company (whether by payment or the making of reasonable provision for payment thereof); (b) Second, other than to Members that are creditors of the Company in satisfaction of the debts and liabilities for which of the Company (whether by payment or the making of reasonable provision for payment has been madethereof); and (c) At ACOA's option, the Capital Accounts of WMC-D and (iiWMC-F may be liquidated in cash. If ACOA so elects, ACOA may make an additional cash Capital Contribution upon liquidation sufficient so that, if such funds are distributed to WMC-D and WMC-F, their aggregate Capital Account balances will be reduced to zero. Cash payments shall be made to the extent necessary to ensure that WMC-D and WMC-F receive their aggregate Percentage Interest of the total value of all assets distributed upon liquidation as determined in accordance with Section 14.4 above. For convenience, such additional Capital Contribution and distributions may, at ACOA's election, be effected by direct payments from ACOA to WMC-F and WMC-D. The provisions of this Section 14.5(c) second, except as provided in this Agreement, shall be applied only after giving full effect to Members in satisfaction of liabilities for all distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) Sections 5.1 and 7.1 of the definition Tax Protocol. (d) All remaining assets of Gross Asset Value the Company shall be distributed in Section 1.10 of this Agreement, after giving effect kind to all contributions, distributions and allocations for all periodsthose Members that contributed such in-kind assets in proportion to their respective Capital Account balances.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action with respect to the Company that is inconsistent with, or not necessary to or appropriate for, with the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.02 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall and, except as otherwise provided in Section 12.03 hereof, shall, (i) no later than June 30, 2006 in the case of the occurrence of the Liquidating Event described in Section 12.01(a) hereof that resulted from the occurrence of the Notice Event described in Section 14.01(a) hereof, or (ii) within sixty (60) days of the occurrence of any other Liquidating Event described in Section 12.01, cause the Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 10.8 of this Agreement12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawlaw and notwithstanding anything in this Agreement to the contrary, in the following order: : (ia) firstFirst, to creditors (including the Class A Members and Directors who to the extent such Members are creditors, to the extent otherwise permitted by law) other than the IMS Health Members and their Affiliates, in satisfaction of all of the Company’s Debts debts and other liabilities (whether including claims and obligations as required by payment or Section 18-804(b) of the making of reasonable provision for payment thereof), Act) other than liabilities for which reasonable provision for payment has been made; made and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to Members under Section 18-601 or 18-604 of the Act; (b) Second, to the ActClass A Members in an amount equal to the amount of any Early Liquidation Premium that is then due and unpaid; (c) Third, to the payment and discharge of all of the Company’s debts and liabilities to the IMS Health Members and their Affiliates to the extent adequate provision therefor has not been made; and (iiid) third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. In the event that any payment or distribution made under this Section 12.02 is made in-kind, the amount of the payment or distribution will be equal to the ▇▇▇▇-to-Market Value of the Property paid or distributed at the time of such payment or distribution. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article XII. The IMS Health Members understand and agree that by accepting the provisions of this Section 12.02 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the IMS Health Members expressly waive any right which they, as creditors of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinate to said creditors any such right.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business 's Business and affairs. Notwithstanding any provision ; provided, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth -------- provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property Company's property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within one (1) year of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property property and shall cause the Property property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders Members in accordance with Section 4.1 hereof, by the positive end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, by 90 days after the date of liquidation). Except as provided in the next sentence, if any Member has a deficit balance in their its Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. Notwithstanding the foregoing, in connection with the liquidation of the Company, and prior to the application and distribution of Company assets pursuant to clauses (a) and (b) above, each Member shall contribute to the Company an amount equal to any portion of its Required Capital Contributions that has not previously been contributed (or deemed contributed), including interest thereon to the extent required by Section 2.3(e); provided, however, -------- ------- that notwithstanding anything to the contrary set forth in Section 2.3(b) hereof, but subject to Section 2.3(e), the amount, if any, required to be contributed by the Members pursuant to Section 2.3(b) at the time of any such liquidation of the Company shall be contributed as follows: (i) first, pro rata in accordance with the Members' respective Fee Percentages, until the Members have contributed an amount pursuant to this clause (i) equal to the Senior Loan Shortfall Amount, if any, at the time of such liquidation; (ii) second, 100 percent by BH Finance, until all contributions made under Section 2.3(b) (including contributions paid or deemed paid under Section 2.3(e), other than any interest component thereof) or clause (i) or (ii) hereof during the life of the Company have been made 90 percent by BH Finance and 10 percent by WMAC; and (iii) thereafter, pro rata in accordance with the Members' respective Debt Percentages. No Member shall receive additional compensation for any services performed pursuant to this Section 10.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; Partners and no Member Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s Partnership's business and affairs. Notwithstanding any provision To the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon on the Members Partners until such time as the Partnership Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed pursuant to canceled in accordance with the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Partnership, shall take full account of the Company’s Partnership's liabilities and Property, shall cause the Partnership Property to be liquidated as promptly as is consistent with obtaining the fair value thereof unless the Partners unanimously consent to distributions of all or any part of the Property in kind, and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, distributed in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to other than the extent otherwise permitted by law) General Partner in satisfaction of all of the Company’s Debts Partnership's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made and liabilities for distributions under Section 8.05 of the Act; (b) Second, to the payment and discharge of all of the Partnership's debts and liabilities to the General Partner to the extent adequate provision therefore has not been made; and and (iic) secondThird, except to the Partners as provided in this AgreementSection 4.2, to Members in satisfaction of liabilities for distributions provided, however, that no distribution shall be made pursuant to this Section 12.2(c) that creates or increases a Capital Account deficit for any Interest Holder which exceeds such Interest Holder's obligation (deemed and actual) to restore such deficit, determined as follows: Distributions shall first be determined tentatively pursuant to this Section 12.2(c) without regard to the Act; Interest Holders' Capital Accounts, and then the allocation provisions of Section 3 shall be applied tentatively as if such tentative distributions had been made. If any Interest Holder shall thereby have a deficit Capital Account which exceeds his obligation (iiideemed and actual) thirdto restore such deficit, the actual distribution to such Interest Holder pursuant to this Section 12.2(c) shall be equal to the tentative distribution to such Interest Holder less the amount of the excess to such Interest Holder; and (d) The balance, if any, to the Unit General Partner and Interest Holders in accordance with the their positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. No General Partner shall receive any additional compensation for any Services performed pursuant to this Section 12. The General Partner understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, such General Partner expressly waives any right which it, as a creditor of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinates to said creditors any such right.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s 's business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement10.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Committee Representatives who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and ; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; ; (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated Account balances (after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods) to the extent thereof and then to the Members pro rata in accordance with their Percentage Interests. Members or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 11.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business 's Business and affairs. Notwithstanding any provision ; provided, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property Company's property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within one (1) year of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property property and shall cause the Property property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders Members, pro rata in accordance with their Percentage Interests, by the positive end of the taxable year of the Company during which the liquidation of the Company occurs (or, if later, by 90 days after the date of liquidation). If any Member has a deficit balance in their its Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. No Member shall receive compensation for any services performed pursuant to this Section 10.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 13.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding the winding-up of the Company’s 's business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding winding-up and dissolution of the Company, which winding-up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event and within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 13.1(b) hereof. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement13.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including the Manager and the Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Section 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Article 13.

Winding Up. (a) Upon the occurrence of a Dissolution Liquidating Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets (subject to the provisions of SECTION 9.3(b) below), and satisfying the claims of its creditors and Members; and no . No Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, Any Person elected by the Members acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon owning 51% of the Members until such time as total Units (the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator “Liquidator”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator Company and shall take full account of the Company’s liabilities and Property assets and the Company assets shall cause be liquidated as promptly as is consistent with obtaining the Property or fair market value thereof, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to therefrom shall be applied and distributeddistributed in accordance with ARTICLE IV hereof. (b) Notwithstanding the provisions of SECTION 9.3(a) hereof which require liquidation of the assets of the Company, but subject to the maximum extent permitted by laworder of priorities set forth in SECTION 4.2, in if prior to or upon dissolution of the following order: (i) first, to creditors (including Members and Directors who are creditors, to Company the extent otherwise permitted by law) in satisfaction Liquidator determines that an immediate sale of part or all of the Company’s Debts and other liabilities (whether by payment assets would be impractical or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant would cause undue loss to the Act; (iii) thirdMembers, the balanceLiquidator may, if anyin its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Unit Holders Members, in lieu of cash, as tenants in common and in accordance with the positive balance provisions of SECTION 9.3(a) hereof, undivided interests in their Capital Accounts calculated after making such Company assets as the required adjustment set forth Liquidator deems not suitable for liquidation. Any such distributions in clause (ii)(C) kind shall be made only if, in the good faith judgment of the definition Liquidator, such distributions in kind are in the best interest of Gross Asset Value the Members, and shall be subject to such conditions relating to the disposition and management of such assets as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such assets at such time. The Liquidator shall determine the fair market value of any asset distributed in Section 1.10 kind using such reasonable method of valuation as it may adopt. (c) As part of the liquidation and winding-up of the Company, the Liquidator may sell Company assets only with the consent of the Board of Managers, and solely on an “arm’s-length” basis, at the best price and on the best terms and conditions as the Liquidator in good faith believes are reasonably available at the time. (d) The Board of Managers shall not receive any additional compensation for any services performed pursuant to this AgreementARTICLE IX, after giving effect to all contributions, distributions and allocations but shall be reimbursed for all periodsany expenses incurred on behalf of the Company.

Winding Up. Upon If the occurrence Company is dissolved and the business of a Dissolution Eventthe Company is not continued in accordance with Section 9.1(c) hereof, the Company Manager shall continue solely wind up the Company’s affairs. In the event of the liquidation of the Company, a reasonable time shall be allowed for the purposes orderly liquidation of winding up its affairs in an orderly manner, liquidating its the assets of the Company and satisfying the claims discharge of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, liabilities. On winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members acknowledge assets of the Company shall be distributed as follows: (a) To the payment of debts and agree that all covenants liabilities of the Company (other than those owed to other Members) and obligations set forth this Agreement shall continue to be fully binding upon the Members until expenses of liquidation; (b) To the establishment and funding of such time reserves as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to Manager or the Act. The Liquidator shall liquidating agent, if there be responsible one, may reasonably deem necessary for overseeing the prompt and orderly winding up and dissolution contingent liabilities or obligations of the Company. The Liquidator , provided that such reserves, or any part thereof, not required to be paid over for such contingent liabilities shall take full be distributed as hereinafter provided; (c) To the repayment of any loans or advances made by any Members to the Company (in proportion to their respective advances if the amount available for repayment shall be insufficient to satisfy all such advances); and To each of the Interest Holders on account of such Interest Holder’s Interest in the Company in an amount equal to each such Interest Holder’s positive Capital Account balance immediately preceding the liquidation of the Company’s liabilities , but after giving effect to any tax allocations under Section 4.5 hereof and Property Exhibit C, which is attached hereto and shall cause incorporated by reference herein. It is the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all intention of the Company’s Debts and other liabilities Members that the foregoing distributions under Sub-Paragraph (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iid) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders shall be in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment distribution provisions set forth in clause Section 4 hereof. Each Interest Holder’s Capital Account shall be adjusted for the Company’s taxable year during which such liquidation occurs. Liquidating distributions shall be made by the end of such taxable year (ii)(C) or, if later, within 90 days after the date of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodssuch liquidation).

Winding Up. Upon the occurrence of a Dissolution Event or the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Business and affairs of the Company’s business and affairs. Notwithstanding any provision ; provided, that, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property property of the Company has been distributed pursuant to this Section 10.2 9.2 and Articles of Dissolution have the Charter has been filed canceled pursuant to the Act. The Liquidator Managers, as liquidators, shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of a Dissolution Event. The Liquidator Managers, as liquidators, shall take full account of the Company’s liabilities and Property property and shall cause the Property such property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: order and priority: (ia) first, to creditors (including Members and Directors who are creditorsFirst, to the extent otherwise permitted by law) in satisfaction payment and discharge of all of the Company’s Debts debts and other liabilities to creditors (whether by payment or the making of reasonable provision for payment thereofincluding Members that are creditors), other than liabilities for which reasonable provision for payment has been made; and . (iib) second, except as provided in this AgreementSecond, to Members establishing any reserves which the Managers determine, in satisfaction their sole and absolute discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of liabilities for distributions pursuant to the Act; Company. (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment order of priority set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods5.1.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and the Articles of Dissolution have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) firstFirst, to creditors (including Members and Class A Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) secondSecond, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iiic) thirdThird, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.11 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 13.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 13.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed as soon as practicable after the occurrence of the applicable Dissolution Event. The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement13.9 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Managers who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts 's debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; made and liabilities for distribution to Members under Section 18-601 or 18-604 of the Act; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions distributions, and allocations for all periods. No Member or Manager shall receive additional compensation for any services performed pursuant to this Section 13.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles the Certificate of Dissolution have Formation has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety days of the occurrence of the Dissolution Event. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors Committee Representatives who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and ; (iib) secondSecond, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under the Act; ; (iiic) third, the The balance, if any, to the Unit Holders Members in accordance with the their positive balance in their Capital Accounts calculated Account balances (after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to taking into account all adjustments thereto for contributions, distributions and allocations for the year of dissolution and all prior periods) to the extent thereof and then to the Members pro rata in accordance with their Percentage Interests. Members or Committee Representatives may receive reasonable compensation for any services performed pursuant to this Section 11.

Winding Up. Upon the occurrence Of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 12. 1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , provided that, to the extent not inconsistent with the foregoing, all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 12.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within sixty (60) days of the occurrence of the Dissolution Event and within ninety (90). days after the-last day on which the Company may be reconstituted pursuant to Section 12. l(b) hereof The Liquidator shall take full account of the Company’s 's liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (other than the Manager but including other Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s 's Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which distribution to Members under Section 18-601 or 18-604 of the Act; (b) Second, to the Manager, in its capacity as a creditor of the Company,' in satisfaction of all of the Company's debts and liabilities (whether by payment or the making of reasonable provision for payment has been made; and thereof); (iic) secondThird, except as provided in this Agreement, to Members and former Members of the Company in satisfaction of liabilities for distributions pursuant to distribution under Sections 18-601 or 18-604 of the Act; and (iiid) third, the The balance, if any, to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods. Except as provided in Section 12.9, no Member or Manager shall receive additional compensation for any services performed pursuant to this Section 12. The Manager understands and agrees that by accepting the provisions of this Section 12.2 setting forth the priority of the distribution of the assets of the Company to be made upon its liquidation, the Manager expressly waives any right which it, as a creditor of the Company, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Company in connection with a distribution of assets of the Company in satisfaction of any liability of the Company, and hereby subordinates to said creditors any such right.

Winding Up. (a) Upon the occurrence of (i) a Dissolution Event or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; the Shareholders, and no Member neither the Board of Directors nor the Shareholders shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members Shareholders until such time as the Property has been distributed pursuant to this Section 10.2 11.02 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event or applicable judicial determination, as the case may be. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (i) first, to the Company’s creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law, any Shareholders, or Directors who are creditors) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been mademade and liabilities for distributions to Shareholders under Section 18-601 or 18-604 of the Act; and and (ii) secondthereafter, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant all remaining assets shall be distributed to the Act; (iii) third, the balance, if any, to the Unit Holders Shareholders in accordance with the positive balance terms of their respective Shares and in their Capital Accounts calculated after making the required adjustment set forth absence of any such terms pro rata in clause accordance with the number of Shares owned by each Shareholder. (ii)(Cb) None of the definition of Gross Asset Value in Section 1.10 of Directors or the Shareholders shall receive additional compensation for any services performed pursuant to this Agreement, after giving effect to all contributions, distributions and allocations for all periodsArticle XI.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in of this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefortherefore, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors Governors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 1.6 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision ; provided, however, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution the Certificate have been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreementhereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; and (iiic) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(Ct) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods. The Liquidator may establish a reasonable reserve for Company liabilities (contingent or otherwise) and withhold the amount in such reserve from distribution to the Members.

Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; and no Member . No Person shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to To the contraryextent not inconsistent with the foregoing, the Members acknowledge and agree that all covenants and obligations set forth in this Agreement shall continue to be fully binding upon the Members in full force and effect until such time as the Property has Company Assets have been distributed pursuant to this Section 10.2 11.2 and Articles the Certificate of Dissolution have Formation has been filed pursuant to canceled in accordance with the Act. The Liquidator Either the Managing Member or a Person appointed by the Managing Member or, if the Managing Member does not so act or appoint someone within a reasonable period of time, a Person appointed by a Majority of the WL3 Units (the “Liquidating Trustee”) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator , shall take full account of the Company’s liabilities and Property assets, shall cause the Company Assets to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the Property or the net proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except distributed as provided in Article 5 of this Agreement, to Members in satisfaction of liabilities for distributions pursuant . In the event that the Liquidating Trustee determines that a particular Company Asset cannot be sold on terms which are acceptable to the Act; (iii) thirdLiquidating Trustee in the Liquidating Trustee’s sole discretion, the balanceLiquidating Trustee may have such particular Company Asset appraised and may distribute such Company Asset in-kind to one or more Members; provided, if anyhowever, that on an overall basis, the total value of cash and any property distributed in kind must be distributed on a pro rata basis to the Unit Holders Members in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause Percentage Interests (ii)(C) regardless of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periodswhether any particular Member receives cash and/or such property).

Winding Up. Upon (a) On dissolution of the occurrence Company, the Board of Managers, in the same manner provided by ARTICLE VII with respect to the operation of the Company, shall act as liquidator. The Board of Managers shall wind up the affairs of the Company as provided in the Act and shall have all the powers set forth in the Act. The costs of liquidation shall be a Dissolution EventCompany expense. (b) From and after the date on which an event set forth in Section 11.1 becomes effective, the Company shall continue solely cease to make Investments after that date, except for Investments which the purposes Company was committed to make in whole or in part (as evidenced by a commitment letter, term sheet or letter of winding up its affairs in an orderly mannerintent, liquidating its assets and satisfying the claims of its creditors and Members; and no or definitive legal documents under which less than all advances have been made) on or before such effective date. (c) A Member shall take any action that is inconsistent withremain a Member until all Investments in which the Company participates are repaid or otherwise disposed of, or not necessary to or appropriate for, winding up the Member’s allocable share of all expenses and all other obligations (including without limitation contingent obligations) of the Company’s business Company are paid, and affairs. Notwithstanding any provision in this Agreement to all distributions are made hereunder, at which time the contrary, the Members acknowledge and agree that all covenants and obligations set forth this Agreement Member shall continue to be fully binding upon the Members until such time as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of no further rights under this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: . (id) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in Upon satisfaction of all of the Company’s Debts and other liabilities (whether by payment or by the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (iipayment) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) thirdCompany’s liabilities, the balance, if any, to Company’s property and assets or the Unit Holders proceeds from the liquidation thereof shall be applied and distributed in accordance with the positive balance distribution priorities (and subject to the limitations) established in their Capital Accounts calculated after making Section 6.2, to the required adjustment set forth extent not previously satisfied. For the avoidance of doubt, subject to the previous sentence, the Members intend that any Current Distributable Cash collected during the winding down of the Company shall be distributed to the Members no less frequently than quarterly in clause accordance with Section 6.2. Unless waived by Prior Manager Approval, the Company shall withhold 10 percent (ii)(C10%) of any distributions during any Fiscal Year during the definition winding down of Gross Asset Value the Company plus an amount equal to loan losses not otherwise reserved for, which withheld amounts shall be distributed within 60 days after the completion of the annual audit covering such Fiscal Year to the extent not used or set aside to satisfy Company liabilities. (e) Notwithstanding the foregoing, upon the occurrence of an event described in Section 1.10 11.1(c) or Section 11.1(e), the Exercising Member may elect alternatively by written notice to the other Member, for a period of this Agreementeither (i) 30 business days in the case of an event described in Section 11.1(c) or Section 11.1(e) (such period, the “Call Option Period”) following the occurrence of such event, to purchase (or cause its designee to purchase) the other Member’s Membership Interest or designate a third party to effect such purchase (such election, the “Call Option”). The purchase price for such Membership Interest shall be payable in cash within 60 business days after giving effect the Call Option is delivered to the other Member, and shall be equal to the Capital Account of the other Member adjusted to reflect the Value of the Company as determined as of the date of the Call Option based on market quotes for the Investments obtained from MarkIt Ltd. (or other comparable service) or, in the absence thereof, by Prior Manager Approval in accordance with Section 10.3. Each Member hereby agrees to sell its Membership Interest to the Exercising Member or the third party designated by the Exercising Member at such price if the Call Option is timely exercised by the Exercising Member. If the Exercising Member does not exercise the Call Option within the Call Option Period or if the Exercising Member or its third-party designee does not purchase the other Member’s Entire Interest within 60 business days after the Call Option is delivered to the other Member, then the Call Option shall terminate and (i) in the case of the occurrence of an event described Section 11.1(c), the Exercising Member shall retain the option to elect the dissolution of the Company pursuant to Section 11.1(c) or (ii) in the case of the occurrence of an event described Section 11.1(e), the non-Exercising Member shall retain the option to elect the dissolution of the Company pursuant to Section 11.1(e). After any purchase pursuant to a Call Option, the other Member shall no longer be a member of the Company, and the Exercising Member, or third party designee of the Exercising Member that has consummated the purchase, may dissolve or continue the Company as it may determine. (f) A full accounting of the assets and liabilities of the Company shall be taken and a statement thereof shall be furnished to each Member within 30 days after the distribution of all contributions, distributions of the assets of the Company. Such accounting and allocations for all periodsstatements shall be prepared under the direction of the liquidator.

Winding Up. Upon the occurrence of a Dissolution Liquidating Event, the Company LLC shall ---------- continue solely for the purposes purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; and no . Neither the Managers nor any Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s LLC's business and affairs. Notwithstanding any provision in this Agreement to If the contraryBoard remains after the occurrence of a Liquidating Event, the Members acknowledge and agree that all covenants and obligations set forth this Agreement it shall continue to be fully binding upon have the Members until such time same duties and authority as the Property has been distributed pursuant to this Section 10.2 and Articles of Dissolution have been filed pursuant existed prior to the Actoccurrence of a Liquidating Event, subject to the requirements of the previous sentence. The Liquidator Board (or, in the event there are no Managers remaining, any Person selected by the Class M Member or, if there is no Class M Member, the remaining Members holding a majority of the outstanding Units) shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator LLC and shall take full account of the Company’s LLC's liabilities and Property and shall cause the Property of the LLC shall be liquidated as promptly as is consistent with obtaining the fair value thereof but in any case by the later of (x) the end of the Fiscal Year in which such Liquidating Event occurred or (y) the date ninety (90) days after such Liquidating Event occurred, and the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)therefrom, to the extent sufficient thereforsufficient, to shall be applied and distributed, subject to any reasonable reserves maintained for contingent or other obligations of the maximum extent permitted by lawLLC, in the following order: : (ia) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of ----- reasonable provision for payment thereof), ) of all of the LLC's debts and liabilities to creditors other than liabilities for which Members; (b) second, to the satisfaction (whether by payment or the making of ------ reasonable provision for payment has been made; thereof) of all of the LLC's debts and (ii) secondliabilities to Members, except as provided in this Agreement, to Members in including satisfaction of liabilities for distributions pursuant to the ActPreferred Members' accrued applicable Preferred Return; and (iiic) third, the balance, if any, to the Unit Holders Members in accordance with the positive balance in their ----------- respective Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this AgreementAccounts, after giving effect to all contributions, distributions and allocations for all periods.

Winding Up. Upon the occurrence of (i) a Dissolution Event, or (ii) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 11.1(b) hereof), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets assets, and satisfying the claims of its creditors and Members; , and no neither any Manager nor any Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. Notwithstanding any provision , provided, that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Managers and the Members until such time as the Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator Board of Managers shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) days of the occurrence of the Dissolution Event or within ninety (90) days after the last day on which the Company may be reconstituted pursuant to Section 11.1(b) hereof, as the case may be. The Liquidator Board of Managers shall take full account of the Company’s liabilities and Property and shall cause the Property Property, or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement)thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members and Directors any Member or Manager who are creditorsis a creditor, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and and (iib) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the The balance, if any, to the Unit Holders Members in accordance with proportion to the positive number of Shares held by each Member; provided, however, that, if a Member’s Capital Account shall be less than the amount that such Member would receive pursuant to Section 4.1 hereof, then such Member shall not receive an amount in excess of such Member’s Capital Account. If any Member has a deficit balance in their such Member’s Capital Accounts calculated after making the required adjustment set forth in clause Account (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions distributions, and allocations for all periodsAllocation Years, including the Allocation Year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Board of Managers, a pro rata portion of the distributions that would otherwise be made to the Members pursuant to this Article XI may be: (i) Distributed to a trust established for the benefit of the Members for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Board of Managers, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Members pursuant to this Section 11.2; or (ii) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided, that such withheld amounts shall be distributed to the Members as soon as practicable. No Member or Manager shall receive any compensation for any services performed pursuant to this Article XI.

Winding Up. Upon the occurrence of (a) a Dissolution Event or (b) the determination by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Dissolution EventEvent (unless the Company is reconstituted pursuant to Section 11.1(b)), the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and Members; , and no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s 's business and affairs. Notwithstanding any provision , PROVIDED that all covenants contained in this Agreement to the contrary, the Members acknowledge and agree that all covenants and obligations set forth provided for in this Agreement shall continue to be fully binding upon the Members until such time as the all Property has been distributed pursuant to this Section 10.2 11.2 and Articles of Dissolution have the Certificate has been filed canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company, which winding up and dissolution shall be completed within ninety (90) calendar days of the occurrence of the Dissolution Event or within ninety (90) calendar days after the last day on which the Company may be reconstituted pursuant to Section 11.1(b), as applicable. The Liquidator shall take full account of all liabilities of the Company’s liabilities Company and all Property and shall cause the such Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement11.9), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by lawApplicable Law, in the following order: (i) first, to creditors (including Members and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and (ii) second, except as provided in this Agreement, to Members in satisfaction of liabilities for distributions pursuant to the Act; (iii) third, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods.( *

Winding Up. Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and MembersUnit Holders; and no Member Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up of the Company’s business and affairs. Notwithstanding any provision in this Agreement to the contrary, the Members Unit Holders acknowledge and agree that all covenants and obligations set forth this Agreement shall continue to be fully binding upon the Members Unit Holders until such time as the Property has been distributed pursuant to this Section 10.2 and Articles any articles of Dissolution dissolution or similar document have been filed pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 10.8 of this Agreement), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order: : (ia) firstFirst, to creditors (including Members Unit Holders and Directors who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; ; (b) Second, to the Class A Unit Holders to the extent of and in proportion to the amount for each such Class A Unit Holder which, when combined with the aggregate prior distributions to such Class A Unit Holder made pursuant to Section 4.1(a) (iito the extent such distributions are treated as prepayments of distributions pursuant to Section 4.1(b)) second, except as provided in and Section 4.1(b) of this Agreement, equals such Class A Unit Holder’s aggregate accrued and unpaid Preferred Return through the date of such liquidation; (c) Third, to Members the Class A Unit Holders an amount equal to the Class A Unit Holders’ aggregate Adjusted Capital Contributions in satisfaction proportion to the Adjusted Capital Contribution of liabilities each Class A Unit Holder. If the Company’s assets and funds are insufficient to permit the payment to the Class A Unit Holders of the full amounts set forth in Sections 10.2(b) and 10.2(c), then the entire assets and funds of the Company legally available for distributions distribution after payment of creditors pursuant to Section 10.2(a) shall be distributed ratably among the Act; holders of Class A Preferred Units in proportion to the amounts that each Class A Unit Holder would have received if the Company’s assets and funds were sufficient to fully satisfy all amounts payable with respect to the Class A Preferred Units pursuant to Sections 10.2(b) and 10.2(c); (iiid) thirdFourth, the balance, if any, to the Unit Holders in accordance with the positive balance in their Capital Accounts calculated after making the required adjustment adjustments set forth in clause (ii)(C) of the definition of Gross Asset Value in Section 1.10 of this Agreement, after giving effect to all contributions, distributions and allocations for all periods; and (e) Thereafter, to the Unit Holders pro rata in proportion to each such Unit Holder’s Percentage Interest.