Common use of Distribution upon Dissolution Clause in Contracts

Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; (b) Second, to the satisfaction of “catch-up” distributions due pursuant to Section 4.02(b), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed pursuant to Section 5.07 and not offset against prior distributions).

Distribution upon Dissolution. (a) Upon dissolution, the Partnership Company shall not be terminated and shall continue until the winding up of the affairs of the Partnership Company is completedcompleted and a certificate of cancellation has been issued by the Secretary of State of Delaware. Upon the winding up of the PartnershipCompany, the General PartnerManaging Member, or any other Person designated by the General Partner Managing Member (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership Company and shall, unless the General Partner determines Members agree otherwise, liquidate the assets of the Partnership Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (ai) First, to the satisfaction payment of debts indebtedness and liabilities of the Partnership Company (including satisfaction payment of all indebtedness and liabilities to Partners Members and/or their Affiliates to the extent otherwise permitted by lawAffiliates) including and the expenses of liquidation; (ii) Second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Partnership Company (“Contingencies”). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.039.3; (iii) Third, to the Members in proportion to the amounts required to be made to such Members pursuant to the last sentence of Section 5.6(b)(ii); and (iv) Thereafter, to the Members in accordance with their respective Percentage Interests. (b) Second, to It is the satisfaction intent of “catch-up” the Members that the allocations provided in Section 5.4 hereof result in the distributions due required pursuant to Section 4.02(b), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata 9.3 being in accordance with all such Partners’ respective Vested Units positive capital accounts as provided for which such distributions are due; and (cin the Treasury Regulations under Section 704(b) The balanceof the Code. However, if any, after giving hypothetical effect to the Partnersallocations required by Section 5.4, pro rata the Capital Accounts of the Members are in such ratios or balances that distributions pursuant to Section 9.3 would not be in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed positive capital accounts of the Members as required by Treasury Regulations under Section 704(b) of the Code, such failure shall not affect or alter the distributions required by Section 9.3. Rather, the Managing Member will have the authority to make other allocations of Net Profits or Net Losses, or items of income, gain, loss or deduction among the Members which, to the extent possible, will result in the capital accounts of each Member having a balance prior to the distribution equal to the amount of the distributions to be received by each Member pursuant to Section 5.07 9.3; provided, however, that so long as PICO and its Affiliates collectively hold at least a 10 percent (10%) Percentage Interest in the Company, such other allocations shall be made with the prior consent of PICO not offset against prior distributions)to be unreasonably withheld or delayed.

Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The Sub-Capital Account balances of the FLP Unit Accounts (other than the Subclass 3 FLP Unit Accounts) shall automatically be converted into Class S Units according to Section 7.04. Then, the proceeds of any liquidation shall be applied and distributed in the following order: (a) Firstfirst, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03;; and (b) Secondsecond, to the satisfaction of remaining proceeds, if any (the “catch-up” distributions due pursuant to Section 4.02(bLiquidating Proceeds”), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed shall be distributed pursuant to Section 5.07 and not offset against prior distributions4.07 (substituting “Liquidating Proceeds” for “Sales Proceeds”).

Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (a) First, to the satisfaction payment of debts and liabilities of the Partnership (including satisfaction payment of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by lawAffiliates) including and the expenses of liquidation; (b) Second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Partnership (“Contingencies”). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; (b) Second, to the satisfaction of “catch-up” distributions due pursuant to Section 4.02(b), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, shall be applied and distributed as follows: (i) First, pro rata to holders of Class A Units and Class B Units in accordance with the Partners’ respective such holder’s Vested Percentage Interests Interest in an amount equal to the capital balance on Schedule II; (taking into account any amounts previously deemed ii) Second, pro rata to holders of Class C Units in an amount equal to the product of (A) such holder’s Vested Percentage Interest and (B) a fraction the numerator of which is equal to the aggregate amount distributed pursuant to the foregoing clause (i) and the denominator of which is equal to the difference between one (1) minus such holder’s Vested Percentage Interest; provided, however, that the holders of Class C Units shall not be distributed any amounts under this clause (ii) in excess of the amount equal to Intangible Asset Gain allocated or available for allocation pursuant to Section 5.07 and not offset against prior distributions5.05(g); (iii) Third, pro rata to each of the Partners in accordance with their Vested Percentage Interests.

Distribution upon Dissolution. (a) Upon dissolution, the Partnership Company shall not be terminated and shall continue until the winding up of the affairs of the Partnership Company is completedcompleted and a certificate of cancellation has been issued by the Secretary of State of Delaware. Upon the winding up of the PartnershipCompany, the General PartnerManager, or any other Person designated by the General Partner Manager (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Partnership Company and shall, unless the General Partner determines Members agree otherwise, liquidate the assets of the Partnership Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (ai) First, to the satisfaction payment of debts and liabilities of the Partnership Company (including satisfaction payment of all indebtedness to Partners Members and/or their Affiliates to the extent otherwise permitted by lawAffiliates) including and the expenses of liquidation; (ii) Second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Partnership Company (“"Contingencies”"). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03;9.3; and (iii) Any balance, in accordance with the Percentage Interest of each Member. (b) Second, to It is the satisfaction intent of “catch-up” the Members that the allocations provided in Section 5.4 hereof result in the distributions due required pursuant to Section 4.02(b), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata 9.3 being in accordance with all such Partners’ respective Vested Units positive capital accounts as provided for which such distributions are due; and (cin the Treasury Regulations under Section 704(b) The balanceof the Code. However, if any, after giving hypothetical effect to the Partnersallocations required by Section 5.4, pro rata the capital accounts of the Members are in such ratios or balances that distributions pursuant to Section 9.3 would not be in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed positive capital accounts of the Members as required by Treasury Regulations under Section 704(b) of the Code, such failure shall not affect or alter the distributions required by Section 9.3. Rather, the Members will have the authority to make other allocations of Net Profits or Net Losses, or items of income, gain, loss or deduction among the Members which, to the extent possible, will result in the capital accounts of each Member having a balance prior to the distribution equal to the amount of the distributions to be received by each Member pursuant to Section 5.07 and not offset against prior distributions)9.3.

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds Upon the dissolution of any liquidation the Partnership, the assets of the Partnership shall be applied and distributed in the following order: (ai) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction payment of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) ), including the expenses of liquidation, and by payment or by making reasonable provision for payment, including through the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution application of the balance in the manner hereinafter provided in this Section 9.03; (bii) Second, if any, to all holders of Units (other than the satisfaction holder of “catchClass I Units, Class I-up” P Units or Class J Units) in accordance with Section 4.01 until each holder entitled to such distributions due pursuant to Section 4.02(b)4.01 has received amounts equal to the Class A Unit Economic Balance; (iii) Third, if any, to all holders of Class E Units (for these purposes, automatically converting Class G Interests and Class J Units into Class E Units) until each holder entitled to such distributions has received amounts pursuant to Section 9.03(a)(ii) and this subclause (iii) equal to the Class E Unit Economic Balance; (iv) Fourth, if any, to the Partners holding holder of Class I Units to the extent such amounts would have been distributed pursuant to clause (ii) if such Class I Unit were exchanged for a Class A Unit; provided, however, that the holders of Class I Units shall not be distributed any such Vested Units amounts under this clause (iv) in excess of the amount equal to Intangible Asset Gain allocated or available for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are dueallocation pursuant to Section 5.05(i); and (cv) The the balance, if any, to the Partners, pro rata shall be applied and distributed in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed pursuant to Section 5.07 and not offset against prior distributions)4.01.

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: : (ai) Firstfirst, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or and their Affiliates to the extent otherwise permitted by law) Law and including any Group Expenses (as defined in the Cash Distribution Policy)), including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; ; and (bii) Second, to the satisfaction of “catch-up” distributions due pursuant to Section 4.02(b)balance, if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests priorities set forth in Article IV; provided, that the first distributions that would otherwise be distributed under this Section 9.03(a)(ii) to OEP in respect of the OEP-Owned Units shall instead be distributed pro rata in respect of the Class P Preferred Units until the aggregate amount of distributions to the Class P Preferred Units under this proviso equals the Class P Preferred Units Liquidation Amount. The “Class P Preferred Units Liquidation Amount” shall be an amount equal to the sum of the Base Values of all of the Class P Common Units. , less any Class P Preferred Units Liquidation Amounts distributed by the Other OpCos on the corresponding Class P Preferred Units issued by the other OpCos under the corresponding proviso in the limited partnership agreements of the Other OpCos. In the event that the liquidating distributions to the Class P Preferred Units are less than the Class P Preferred Units Liquidation Amount, then the liquidating distributions otherwise distributable or payable to OEP (taking into account any amounts previously deemed other than tax distributions) from the Other OpCos shall be distributed pursuant to the Brookfield LP in order to satisfy the amount of the shortfall in the Class P Preferred Units Liquidation Amount and the Other OpCo Class P Preferred Units Liquidation Amount. In addition, in the event of a shortfall in payment with respect to an Other OpCo Class P Preferred Units Liquidation Amount, liquidating distributions otherwise distributable (other than under Section 5.07 4.01(b)) or payable to OEP from the Partnership shall instead be paid to the Brookfield LP up to an amount equal to the shortfall of such Other OpCo Class P Preferred Units Liquidation Amount. For the avoidance of doubt, the Brookfield LP shall not, with respect to its Class P Preferred Units and not offset against prior distributions).comparable preferred units of the other OpCos, be entitled to receive liquidating distributions in an amount greater than the

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds Upon the dissolution of any liquidation the Partnership, the assets of the Partnership shall be applied and distributed in the following order: (ai) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction payment of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) ), including the expenses of liquidation, and by payment or by making reasonable provision for payment, including through the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution application of the balance in the manner hereinafter provided in this Section 9.03; (bii) Second, if any, to all holders of Units (other than the satisfaction holder of “catchClass I Units or Class I-up” P Units) in accordance with Section 4.01 until each holder entitled to such distributions due pursuant to Section 4.02(b)4.01 has received amounts equal to the Class A Unit Economic Balance; (iii) Third, if any, to all holders of Class E Units (for these purposes, automatically converting Class G and H Interest into Class E Units) until each holder entitled to such distributions has received amounts pursuant to Section 9.03(a)(ii) and this subclause (iii) equal to the Class E Unit Economic Balance; (iv) Fourth, if any, to the Partners holding holder of Class I Units to the extent such amounts would have been distributed pursuant to clause (ii) if such Class I Unit were exchanged for a Class A Unit; provided, however, that the holders of Class I Units shall not be distributed any such Vested Units amounts under this clause (iv) in excess of the amount equal to Intangible Asset Gain allocated or available for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are dueallocation pursuant to Section 5.05(i); and (cv) The the balance, if any, to the Partners, pro rata shall be applied and distributed in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed pursuant to Section 5.07 and not offset against prior distributions)4.01.

Distribution upon Dissolution. Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The [*] Then, the proceeds of any liquidation shall be applied and distributed in the following order: (a) Firstfirst, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03;; and (b) Secondsecond, to the satisfaction of remaining proceeds, if any (the “catch-up” distributions due pursuant to Section 4.02(bLiquidating Proceeds”), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed shall be distributed pursuant to Section 5.07 and not offset against prior distributions4.06 (substituting “Liquidating Proceeds” for “Sales Proceeds”).

Distribution upon Dissolution. (a) Upon dissolution, the Partnership Company shall not be terminated and shall continue until the winding up of the affairs of the Partnership Company is completedcompleted and a certificate of cancellation has been issued by the Secretary of State of Delaware. Upon the winding up of the PartnershipCompany, the General PartnerBoard, or any other Person designated by the General Partner Board (the “"Liquidation Agent”"), shall take full account of the assets and liabilities of the Partnership Company and shall, unless the General Partner determines Members agree otherwise, liquidate the assets of the Partnership Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (ai) First, to the satisfaction payment of debts and liabilities of the Partnership Company (including satisfaction payment of all indebtedness to Partners Members and/or their Affiliates to the extent otherwise permitted by lawAffiliates) including and the expenses of liquidation; (ii) Second, and including to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional contingent or unmatured contractual unforeseen liabilities or obligations of the Partnership Company (“"Contingencies”"). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03;9.3; and (iii) Any balance, in accordance with the Percentage Interest of each Member. (b) Second, to It is the satisfaction intent of “catch-up” the Members that the allocations provided in Section 5.5 hereof result in the distributions due required pursuant to Section 4.02(b), if any, to the Partners holding any such Vested Units for which such distributions are due pro rata 9.3 being in accordance with all such Partners’ respective Vested Units positive capital accounts as provided for which such distributions are due; and (cin the Treasury Regulations under Section 704(b) The balanceof the Code. However, if any, after giving hypothetical effect to the Partnersallocations required by Section 5.5, pro rata the capital accounts of the Members are in such ratios or balances that distributions pursuant to Section 9.3 would not be in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed pursuant to positive capital accounts of the Members as required by Treasury Regulations under Section 5.07 and 704(b) of the Code, such failure shall not offset against prior distributions)affect or alter the distributions required by Section 9.3.

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: : (ai) Firstfirst, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or and their Affiliates to the extent otherwise permitted by law) Law and including any Group Expenses (as defined in the Cash Distribution Policy)), including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; ; and (bii) Second, to the satisfaction of “catch-up” distributions due pursuant to Section 4.02(b)balance, if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests priorities set forth in Article IV; provided, that the first distributions that would otherwise be distributed under this Section 9.03(a)(ii) to OEP in respect of the OEP-Owned Units shall instead be distributed pro rata in respect of the Class P Preferred Units until the aggregate amount of distributions to the Class P Preferred Units under this proviso equals the Class P Preferred Units Liquidation Amount. The “Class P Preferred Units Liquidation Amount” shall be an amount equal to the sum of the Base Values of all of the Class P Common Units, less any Class P Preferred Units Liquidation Amounts distributed by the Other OpCos on the corresponding Class P Preferred Units issued by the other OpCos under the corresponding proviso in the limited partnership agreements of the Other OpCos. In the event that the liquidating distributions to the Class P Preferred Units are less than the Class P Preferred Units Liquidation Amount, then the liquidating distributions otherwise distributable or payable to OEP (taking into account any amounts previously deemed other than tax distributions) from the Other OpCos shall be distributed pursuant to Section 5.07 the Brookfield LP in order to satisfy the amount of the shortfall in the Class P Preferred Units Liquidation Amount and not offset against prior distributions).the Other OpCo Class P Preferred Units Liquidation Amount. In addition, in the event of a shortfall in payment with respect to an Other OpCo Class P Preferred Units Liquidation Amount, liquidating

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds Upon the dissolution of any liquidation the Partnership, the assets of the Partnership shall be applied and distributed in the following order: (ai) First, to the satisfaction of debts and liabilities of the Partnership (including satisfaction payment of all indebtedness to Partners and/or their Affiliates to the extent otherwise permitted by law) ), including the expenses of liquidation, and by payment or by making reasonable provision for payment, including through the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution application of the balance in the manner hereinafter provided in this Section 9.03; (bii) Second, if any, to all holders of Units (other than the satisfaction holder of “catchClass I Units, Class I-up” P Units, Class J Units, Class K Units, or Class K-P Units) in accordance with Section 4.01 until each holder entitled to such distributions due pursuant to Section 4.02(b)4.01 has received amounts equal to the Class A Unit Economic Balance; (iii) Third, if any, to all holders of Class E Units (for these purposes, automatically converting Class G Interests and Class J Units into Class E Units) until each holder entitled to such distributions has received amounts pursuant to Section 9.03(a)(ii) and this subclause (iii) equal to the Class E Unit Economic Balance; (iv) Fourth, if any, to the Partners holding holder of Class I Units to the extent such amounts would have been distributed pursuant to clause (ii) if such Class I Unit were exchanged for a Class A Unit; provided, however, that the holders of Class I Units shall not be distributed any such Vested Units amounts under this clause (iv) in excess of the amount equal to Intangible Asset Gain allocated or available for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; andallocation pursuant to Section 5.05(i)(i); (cv) The balanceFifth, if any, to the Partnersextent provided in any relevant subscription agreement, pro rata to the holder of Class K Units to the extent such amounts would have been distributed pursuant to clause (ii) if such Class K Unit were exchanged for a Class A Unit; provided, however, that the holders of Class K Units shall not be distributed any amounts under this clause (v) in excess of the amount equal to Intangible Asset Gain allocated or available for allocation pursuant to Section 5.05(i)(ii); and (vi) the balance, if any, shall be applied and distributed in accordance with the Partners’ respective Vested Percentage Interests (taking into account any amounts previously deemed distributed pursuant to Section 5.07 and not offset against prior distributions)4.01.

Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: : (ai) Firstfirst, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and/or and their Affiliates to the extent otherwise permitted by law) Law and including any Group Expenses (as defined in the Cash Distribution Policy)), including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; ; and (bii) Second, to the satisfaction of “catch-up” distributions due pursuant to Section 4.02(b)balance, if any, to the Partners holding any such Vested Units for which such distributions are due pro rata in accordance with all such Partners’ respective Vested Units for which such distributions are due; and (c) The balance, if any, to the Partners, pro rata in accordance with the Partners’ respective Vested Percentage Interests (taking into account priorities set forth in Article IV; provided, that the first distributions that would otherwise be distributed under this Section 9.03(a)(ii) to OEP in respect of the OEP-Owned Units shall instead be distributed pro rata in respect of the Class P Preferred Units until the aggregate amount of distributions to the Class P Preferred Units under this proviso equals the Class P Preferred Units Liquidation Amount. The “Class P Preferred Units Liquidation Amount” shall be an amount equal to the sum of the Base Values of all of the Class P Common Units, less any amounts previously deemed Class P Preferred Units Liquidation Amounts distributed pursuant to Section 5.07 and not offset against prior distributions).by the Other OpCos on the corresponding Class P Preferred Units issued by the other OpCos under the corresponding proviso in the limited partnership agreements of the Other OpCos. In the event that the liquidating