Common use of Final Distribution Clause in Contracts

Final Distribution. (a) Subject to the Partnership Act, within 120 calendar days of a Winding Up Event, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Act: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within Within 120 calendar days after the effective date of a Winding Up Eventdissolution of the Partnership, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Actorder: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i9.2 (b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within Within 120 calendar days after the effective date of a Winding Up Eventdissolution of the Partnership, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Actorder: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within Within 120 calendar days after the effective date of a Winding Up Eventdissolution of the Partnership, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Actorder: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within Within 120 calendar days after the effective date of a Winding Up Eventdissolution of the Company, the assets of the Partnership Company shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Actorder: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the PartnershipCompany; (ii) to pay all creditors of the PartnershipCompany, other than PartnersMembers, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner Managing Member or the Liquidator, to meet other liabilities of the PartnershipCompany; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership Company that are PartnersMembers, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership Company shall be applied and distributed among the Partners Members as follows: (i) With respect to each PartnerMember’s GP-Related Partner Member Interest, the remaining assets of the Partnership Company shall be applied and distributed to such Partner Member in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners Members and distributions in accordance with the capital account balances of the PartnersMembers; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership Company shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each PartnerMember’s Capital Commitment Partner Member Interest, an amount shall be paid to such Partner Member in cash or Securities in an amount equal to such PartnerMember’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner Member in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership Company related to the PartnersMembers’ Capital Commitment Partner Member Interests shall be paid to the Partners Members in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within Within 120 calendar days after the effective date of a Winding Up Eventdissolution of the Partnership, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Actorder: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidatorliquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to After the Partnership Act, within 120 calendar days of a Winding Up EventDissolution Sale, the proceeds thereof and the other assets of the Partnership shall will be distributed in accordance with the Partnership Act one or more installments in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Act:priority:‌ (ia) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay To satisfy all creditors of the Partnership, other than Partnersincluding Partners that are creditors, to the extent permitted by law, either by the payment thereof or the making of reasonable provision therefor; therefor (iii) to establish including the satisfaction of the expenses of the dissolution, winding-up and liquidation of the Partnership), including the establishment of reserves, in amounts established determined by the General Partner or the Liquidatorliquidating trustee, to meet other liabilities of the PartnershipPartnership including to the Partners; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interestproceeds, the if any, plus any remaining assets of the Partnership shall Partnership, will be applied and distributed to such Partner the Partners in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts positive balances‌ of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Accounts, as determined after taking into account all adjustments to Capital Accounts for the Partnership taxable year during which the liquidation occurs, by the end of such taxable year or, if later, within 90 days after the date of such liquidation; provided that liquidating distributions will be made in the same manner as distributions under Section 3.5 if such distributions would result in the Partners receiving a different amount than would have been received pursuant to a liquidating distribution based on Capital Account balances. For purposes of this Section 9.3(b), if the General Partner Interests has become a Disabled General Partner at the time of such liquidating distributions, and no successor General Partner has been appointed, then the Disabled General Partner shall be paid entitled to receive the Partners in cash same distributions as if it were the General Partner. (c) In carrying out the provisions of this Article IX, the General Partner or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages the liquidating trustee, as the case may be, shall comply (x) with the requirement of Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2) or (y) with any other then-existing and applicable requirement for each Capital Commitment Investment from which “substantial economic effect” within the meaning of Section 704(b) of the Code and the related Treasury Regulations; provided that such cash or Securities are derivedcompliance does not have a material adverse effect on the economic interests of the Partners.

Final Distribution. (a) Subject to the Partnership Act, within 120 calendar days of after a Winding Up Event, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution statement with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to Section 15(3) of the Partnership Act: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership related to the GP-Related MB Asia Interest shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners6.5; and for purposes of the application of this Section 9.2(b)(i), 9.2 (b)(i) and determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within 120 calendar days of after a Winding Up Event, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution statement with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to Section 15(3) of the Partnership Act: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership related to the GP-Related BREP Asia Interest shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners6.5; and for purposes of the application of this Section 9.2(b)(i), ) and determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within 120 calendar days of after a Winding Up Event, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Act: (i) to the payment of the expenses of the termination, winding-up, liquidation up and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership related to the GP Related BREP Europe V Interest shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners6.5; and for purposes of the application of this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject to the Partnership Act, within 120 calendar days of after a Winding Up Event, the assets of the Partnership shall be distributed in accordance with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution statement with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to Section 15(3) of the Partnership Act: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision therefor. (b) The remaining assets of the Partnership shall be applied and distributed among the Partners as follows: (i) With respect to each Partner’s GP-Related Partner Interest, the remaining assets of the Partnership related to the GP-Related BREP Europe IV Interest shall be applied and distributed to such Partner in accordance with the procedures set forth in Section 6.5 which provide for allocations to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners6.5; and for purposes of the application of this Section 9.2(b)(i), ) and determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; and (ii) With respect to each Partner’s Capital Commitment Partner Interest, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derived.

Final Distribution. (a) Subject All cash and other property remaining for distribution to Members pursuant to Section 11.2 following satisfaction of all debts and liabilities after an Event of Termination shall be divided among and distributed to the Partnership Act, within 120 calendar days Members in the same manner described in Section 6.3. The foregoing provision and the other provisions of a Winding Up Event, the assets of the Partnership this Agreement relating to distributions are intended to comply with Regulation §1.704-1(b)(2)(ii)(b) and shall be distributed interpreted and applied in accordance a manner consistent with the Partnership Act in the following manner and order and subsequently the General Partner shall file a final notice of dissolution with the Registrar of Exempted Limited Partnerships in the Cayman Islands pursuant to the Partnership Act: (i) to the payment of the expenses of the winding-up, liquidation and dissolution of the Partnership; (ii) to pay all creditors of the Partnership, other than Partners, either by the payment thereof or the making of reasonable provision therefor; (iii) to establish reserves, in amounts established by the General Partner or the Liquidator, to meet other liabilities of the Partnership; and (iv) to pay, in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Partnership that are Partners, either by the payment thereof or the making of reasonable provision thereforsuch Regulation. (b) The remaining assets All distributions under this Section 11.3 shall be made not later than the end of the Partnership shall be applied and distributed among Company's taxable year in which the Partners as follows:Event of Termination occurs or, if later, the ninetieth (90th) calendar day following the Event of Termination; provided that (i) With respect reserves determined by the Liquidation Manager as reasonably required to each Partner’s GPprovide for liabilities (contingent or otherwise) of the Company need not be distributed until such liabilities are satisfied and (ii) installment obligations and other amounts owed to the Company and not collected prior to the end of such taxable year or ninetieth (90th) calendar day following such taxable year need not be distributed until received; and provided further that such retention of funds is permitted by and shall comply with the provisions of Regulation §1.704-Related Partner Interest1(b). Distributions pursuant to this Section 11.3 may, in the remaining discretion of the Liquidation Manager, 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 contingent or unforeseen liabilities or obligations of the Company or of the Members arising out of or in connection with the Company. The assets of the Partnership any such trust shall be applied and distributed to the Members from time to time, in the reasonable discretion of the Liquidation Manager, in the same proportions as the amount distributed to such Partner in accordance with trust by the procedures set forth in Section 6.5 which provide for allocations Company would otherwise have been distributed to the capital accounts of the Partners and distributions in accordance with the capital account balances of the Partners; and for purposes of the application of Members pursuant to this Section 9.2(b)(i), determining GP-Related Capital Accounts on liquidation, all unrealized gains, losses and accrued income and deductions of the Partnership shall be treated as realized and recognized immediately before the date of distribution; andAgreement. (iic) With respect to each Partner’s Capital Commitment Partner InterestSaid dissolution shall terminate all Non-managing Members’ Interests in the Company, an amount shall be paid to such Partner in cash or Securities in an amount equal to such Partner’s respective Capital Commitment Liquidating Share for each Capital Commitment Investment; provided, that if the remaining assets relating to any Capital Commitment Investment shall not be equal to or exceed the aggregate Capital Commitment Liquidating Shares for such Capital Commitment Investment, to each Partner in proportion to its Capital Commitment Liquidating Share for such Capital Commitment Investment; and the remaining assets upon completion of the Partnership related to the Partners’ Capital Commitment Partner Interests shall be paid to the Partners in cash or Securities in proportion to their respective Capital Commitment Profit Sharing Percentages for each Capital Commitment Investment from which such cash or Securities are derivedfinal distributions.