Common use of Liquidation Rights Clause in Contracts

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereof, and (vi) with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.6 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.6 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and Unitholders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and Unitholders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 16.8. (d) Nothing in this Section 16.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.8, no payment will be made to the Series A Holders pursuant to this Section 16.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (including a transaction pursuant to Sections 9.5 or 14.3) or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Units pursuant to provisions of this Agreement that allow the Partnership to do so without Limited Partner approval.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 9.3 of this the Operating Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 2.6 of this Agreement Unit Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.3 of the Operating Agreement, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 2.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Unit Designation, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Company’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Company with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Company shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 2.8, no payment will be made to the Series A Holders pursuant to this Section 2.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Company’s Subsidiaries or upon any reorganization of the Company pursuant to Article XI of the Operating Agreement, with or without approval of the Members (including a transaction pursuant to Section 11.3 of the Operating Agreement) or (ii) if the Company engages in a reorganization or other transaction in which a successor to the Company issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Units pursuant to provisions of this Unit Designation that allow the Company to do so without the approval of the Members. Notwithstanding any provision to the contrary in this Article II (including Section 2.7), the Board of Directors may, in its sole discretion and without the consent of any Series A Holder, amend this Article II to allow for the transactions in this Section 2.8(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 9.03 of this the Partnership Agreement, the Series A Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Mirror Liquidation Value Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 5.5(d) 2.6 of this Agreement Unit Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 of the Partnership Agreement, pro rata based on the full respective distributable amounts to which each Series A Mirror Holder is entitled pursuant to this Section 2.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series A Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.82.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Oaktree Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Series A Preferred Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity the Partnership should such Ares Operating Group entity the Partnership not constitute a “significant subsidiary” of the Issuer OCG under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the OCG Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this the OCG Operating Agreement or if proper notice of redemption of the OCG Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidatedPartnership, dissolved in connection with its liquidation, dissolution or wound up winding-up, are immediately contributed to another Ares member of the Oaktree Operating Group entity or a subsidiary thereofthat expressly assumes all the obligations under the Series A Preferred Mirror Units, and (vi) with respect to an Ares Operating Group entitythe Partnership, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series A Permitted Transfer will not be deemed Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to be or upon (i) a voluntary Dissolution Exception or involuntary liquidation, dissolution or winding up (ii) an event where the OCG Series A Preferred Units have been fully redeemed pursuant to the terms of the Partnership, notwithstanding that OCG LLC Agreement or if proper notice of redemption of the OCG Series A Preferred Units has been given and funds sufficient to pay the redemption price for other purposes, such as all of the OCG Series A Preferred Units called for tax purposes, such an event may constitute a liquidation, dissolution redemption have been set aside by or winding upon behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08. (d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series B Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A B Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series B Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX Section 9.03 of this the Partnership Agreement, the Series A B Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Mirror Liquidation Value Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Mirror Holders pursuant to Section 5.5(d) 2.6 of this Agreement Unit Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 of the Partnership Agreement, pro rata based on the full respective distributable amounts to which each Series B Mirror Holder is entitled pursuant to this Section 2.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Mirror Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A B Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series B Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.82.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Oaktree Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Series B Preferred Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity the Partnership should such Ares Operating Group entity the Partnership not constitute a “significant subsidiary” of the Issuer OCG under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the OCG Series A B Preferred Mirror Units have been fully redeemed pursuant to the terms of this the OCG Operating Agreement or if proper notice of redemption of the OCG Series A B Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A B Preferred Mirror Units called for redemption have been set aside for payment pursuant this to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidatedPartnership, dissolved in connection with its liquidation, dissolution or wound up winding-up, are immediately contributed to another Ares member of the Oaktree Operating Group entity or a subsidiary thereofthat expressly assumes all the obligations under the Series B Preferred Mirror Units, and (vi) with respect to an Ares Operating Group entitythe Partnership, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) A Permitted Transfer will In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not be deemed declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series B Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to be or upon (i) a voluntary Dissolution Exception or involuntary liquidation, dissolution or winding up (ii) an event where the OCG Series B Preferred Units have been fully redeemed pursuant to the terms of the Partnership, notwithstanding that OCG LLC Agreement or if proper notice of redemption of the OCG Series B Preferred Units has been given and funds sufficient to pay the redemption price for other purposes, such as all of the OCG Series B Preferred Units called for tax purposes, such an event may constitute a liquidation, dissolution redemption have been set aside by or winding upon behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series A Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series A Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX Section 9.3 of this the Operating Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) 2.6 of this Agreement Unit Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.3 of the Operating Agreement, pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 2.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and the holders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Unit Designation, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Company’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Company with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Company shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 2.8, no payment will be made to the Series B Holders pursuant to this Section 2.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Company’s Subsidiaries or upon any reorganization of the Company pursuant to Article XI of the Operating Agreement, with or without approval of the Members (including a transaction pursuant to Section 11.3 of the Operating Agreement) or (ii) if the Company engages in a reorganization or other transaction in which a successor to the Company issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Units pursuant to provisions of this Unit Designation that allow the Company to do so without the approval of the Members. Notwithstanding any provision to the contrary in this Article II (including Section 2.7), the Board of Directors may, in its sole discretion and without the consent of any Series B Holder, amend this Article II to allow for the transactions in this Section 2.8(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Mirror Preferred Mirror Units in accordance with Article IX of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Mirror Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 5.05 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 5.05 of this Agreement, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Mirror Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 5.05 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For If the purposes assets of this Section 12.8, the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other outstanding Parity Units, if any, such assets shall not be deemed distributed to have occurred the Series A Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Series A Holder and each such holder of such Parity Units is entitled pursuant to this Agreement. (d) Nothing in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is this Section 11.08 shall be understood to entitle the surviving Person or Series A Holders to be paid any amount upon the Person formed by such transaction is organized under the laws occurrence of a Permitted Jurisdiction and has expressly assumed Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Mirror Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) Neither the obligations under the GP Mirror sale, conveyance, exchange or transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 11.08, no payment will be made to the Series A Holders pursuant to this Section 11.08 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s subsidiaries or upon any reorganization of the Partnership into another limited liability entity or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights and preferences that are substantially similar to the rights and preferences of the Series A Mirror Preferred Units.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units of the Issuer have been fully redeemed pursuant to the terms of this the Issuer Limited Partnership Agreement or if proper notice of redemption of the Series A Preferred Mirror Units of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units of the Issuer called for redemption have been set aside for payment pursuant this to the terms of the Issuer Limited Partnership Agreement, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units Shares in accordance with Article IX of this AgreementSection 9.3, the Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior UnitsShares, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units Shares and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 13.6 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.3, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 13.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units Shares and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 13.6 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Shares, if any, such assets shall be distributed to the Series A Holders and the holders of such Parity Shares pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 13.8. (d) Nothing in this Section 13.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Shares ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Shares have been paid all amounts to which such classes or series of Shares are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person transfer, for cash, Shares, securities or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Unitsother consideration, (ii) the sale or disposition of an Ares Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale the Company’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Company with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Company shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 13.8, no payment will be made to the Series A Holders pursuant to this Section 13.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Company’s Subsidiaries or upon any reorganization of the Company into another limited liability entity pursuant to provisions of this Agreement that allow the Company to convert, merge or convey its assets to another limited liability entity with or without Member approval (including a transaction pursuant to Sections 11.3 or 11.7) or (ii) if the Company engages in a reorganization or other transaction in which a successor to the Company issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Shares pursuant to provisions of this Agreement that allow the Company to do so without Manager approval. Notwithstanding any provision to the contrary in this Article XIII (including Section 13.7), the Manager may, in its sole discretion and without the consent of any Series A Holder, amend this Article XIII to allow for the transactions in this Section 13.8(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.9(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and Unitholders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and Unitholders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 16.9. (d) Nothing in this Section 16.9 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.9, no payment will be made to the Series A Holders pursuant to this Section 16.9 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (including a transaction pursuant to Sections 9.5 or 14.3) or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Units pursuant to provisions of this Agreement that allow the Partnership to do so without Limited Partner approval.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 12.08. (d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series B Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-1- 02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A B Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up or dissolved are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series B Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposeswinds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Partner is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series A Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-1- 02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series A Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposeswinds up or dissolves, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX Section 9.03 of this the Partnership Agreement, the Series A B Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Mirror Liquidation Value Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Mirror Holders pursuant to Section 5.5(d) 2.6 of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise.Unit (b) Upon a Dissolution Event, after each Series A B Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Mirror Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A B Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series B Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.82.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Oaktree Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Series B Preferred Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity the Partnership should such Ares Operating Group entity the Partnership not constitute a “significant subsidiary” of the Issuer OCG under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the OCG Series A B Preferred Mirror Units have been fully redeemed pursuant to the terms of this the OCG Operating Agreement or if proper notice of redemption of the OCG Series A B Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A B Preferred Mirror Units called for redemption have been set aside for payment pursuant this to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidatedPartnership, dissolved in connection with its liquidation, dissolution or wound up winding-up, are immediately contributed to another Ares member of the Oaktree Operating Group entity or a subsidiary thereofthat expressly assumes all the obligations under the Series B Preferred Mirror Units, and (vi) with respect to an Ares Operating Group entitythe Partnership, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) A Permitted Transfer will In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not be deemed declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series B Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to be or upon (i) a voluntary Dissolution Exception or involuntary liquidation, dissolution or winding up (ii) an event where the OCG Series B Preferred Units have been fully redeemed pursuant to the terms of the Partnership, notwithstanding that OCG LLC Agreement or if proper notice of redemption of the OCG Series B Preferred Units has been given and funds sufficient to pay the redemption price for other purposes, such as all of the OCG Series B Preferred Units called for tax purposes, such an event may constitute a liquidation, dissolution redemption have been set aside by or winding upon behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.6 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.6 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and Unitholders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and Unitholders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 16.8. (d) Nothing in this Section 16.8 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.. In addition, notwithstanding anything to the contrary in this Section 16.8, no payment will be made to the Series A Holders pursuant to this Section 16.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (including a transaction pursuant to Sections 9.5 or 14.3) or

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Mandatory Convertible Preferred Mirror Units in accordance with Article IX of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Liquidation Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Mandatory Convertible Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Mandatory Convertible Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A B Mandatory Convertible Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement or if proper notice of redemption of the Series A B Mandatory Convertible Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A B Mandatory Convertible Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereof, and (vi) with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A C Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A C Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A C Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement for the taxable year in which the Dissolution Event occurs)Value. Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A C Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A C Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.05(g) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A C Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.813.05, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A C Mandatory Convertible Preferred Mirror Units Stock of the Issuer have been fully redeemed pursuant to the terms of this Agreement the Issuer Certificate of Incorporation or if proper notice of redemption of the Series A C Mandatory Convertible Preferred Mirror Units Stock of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A C Mandatory Convertible Preferred Mirror Units Stock of the Issuer called for redemption have been set aside for payment pursuant this Agreementto the terms of the Issuer Certificate of Incorporation, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) 17.7 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 17.9(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) 17.7 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and Unitholders of all other Outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and Unitholders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 17.9. (d) Nothing in this Section 17.9 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 17.9, no payment will be made to the Series B Holders pursuant to this Section 17.9 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (including a transaction pursuant to Sections 9.5 or 14.3) or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Units pursuant to provisions of this Agreement that allow the Partnership to do so without Limited Partner approval. Notwithstanding any provision to the contrary in this Article XVII (including Section 17.8), the Managing Partner may, in its sole discretion and without the consent of any Series B Holder, amend this Article XVII to allow for the transactions in this Section 17.9(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A B Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A B Preferred Mirror Units of the Issuer have been fully redeemed pursuant to the terms of this the Issuer Limited Partnership Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units of the Issuer called for redemption have been set aside for payment pursuant this to the terms of the Issuer Limited Partnership Agreement, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series A Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series A Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series A Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series A Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 11.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) of this Agreement 11.06 for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 11.08. (d) Nothing in this Section 11.08 shall be understood to entitle the Series A Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series A Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series A Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units Shares in accordance with Article IX of this AgreementSection 9.3, the Series A B Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior UnitsShares, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units Shares and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 14.6 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.3, pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 14.8(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units Shares and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 14.6 for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and the holders of all other Outstanding Parity Shares, if any, such assets shall be distributed to the Series B Holders and the holders of such Parity Shares pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 14.8. (d) Nothing in this Section 14.8 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Shares ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Shares have been paid all amounts to which such classes or series of Shares are entitled. (e) For the purposes of this Section 12.8Agreement, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger neither the sale, conveyance, exchange or a Substantially All Sale whereby an Ares Operating Group entity is the surviving Person transfer, for cash, Shares, securities or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Unitsother consideration, (ii) the sale or disposition of an Ares Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale the Company’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Company with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Company shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 14.8, no payment will be made to the Series B Holders pursuant to this Section 14.8 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Company’s Subsidiaries or upon any reorganization of the Company into another limited liability entity pursuant to provisions of this Agreement that allow the Company to convert, merge or convey its assets to another limited liability entity with or without Member approval (including a transaction pursuant to Sections 11.3 or 11.7) or (ii) if the Company engages in a reorganization or other transaction in which a successor to the Company issues equity securities to the Series B Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Shares pursuant to provisions of this Agreement that allow the Company to do so without Manager approval. Notwithstanding any provision to the contrary in this Article XIV (including Section 14.7), the Manager may, in its sole discretion and without the consent of any Series B Holder, amend this Article XIV to allow for the transactions in this Section 14.8(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.9(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For If the purposes assets of this Section 12.8, the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Units, if any, such assets shall not be deemed distributed to have occurred the Series A Holders and the holders of such Parity Units Pro Rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Agreement. (d) Nothing in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is this Section 16.9 shall be understood to entitle the surviving Person or Series A Holders to be paid any amount upon the Person formed by such transaction is organized under the laws occurrence of a Permitted Jurisdiction and has expressly assumed Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) Neither the obligations under the GP Mirror sale, conveyance, exchange or transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.9, no payment will be made to the Series A Holders pursuant to this Section 16.9 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have voting powers, rights and preferences that are substantially similar to the voting powers, rights and preferences of the Series A Preferred Units. Notwithstanding any provision to the contrary in this Article XVI (including Section 16.8), the General Partner may, in its sole discretion and without the consent of any Series A Holder, amend this Article XVI to allow for the transactions referred to in this Section 16.9(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership Company (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX of this AgreementSection 9.03, the Series A B Holders shall be entitled to receive out of the assets of the Partnership Company or proceeds thereof available for distribution to PartnersMembers, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03, pro rata based on the full respective distributable amounts to which each Series B Holder is entitled pursuant to this Section 12.08(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d) of this Agreement 12.06 for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the PartnershipCompany. (c) If the assets of the Company available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Holders and holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Holders and holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Member is entitled pursuant to this Section 12.08. (d) Nothing in this Section 12.08 shall be understood to entitle the Series B Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Apollo Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP AOG Series B Mirror UnitsInterests, (ii) the sale or disposition of an Ares a member of the Apollo Operating Group entity (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares a member of the Apollo Operating Group entity should such Ares Operating Group entity member not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the Series A B Preferred Mirror Units Shares have been fully redeemed pursuant to the terms of this the Issuer LLC Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units Shares has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units Shares called for redemption have been set aside for payment pursuant this to the terms of the Issuer LLC Agreement, (v) transactions where the assets of a member of the Ares Apollo Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares member of the Apollo Operating Group entity or a subsidiary thereofGroup, and (vi) with respect to an Ares a member of the Apollo Operating Group entityGroup, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Series B Dissolution Exception”). (df) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up In the event that any member of the PartnershipApollo Operating Group liquidates, notwithstanding that for other purposesdissolves or winds up, including a Dissolution Event, the Company shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding AOG Series B Mirror Interests of each member of the Apollo Operating Group shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such as for tax purposes, such limitation shall apply to or upon (i) a Series B Dissolution Exception or (ii) an event may constitute a liquidation, dissolution where the Issuer’s Series B Preferred Shares have been fully redeemed pursuant to the terms of the Issuer LLC Agreement or winding upif proper notice of redemption of the Series B Preferred Shares has been given and funds sufficient to pay the redemption price for all of the Series B Preferred Shares called for redemption have been set aside by or on behalf of the Issuer for payment pursuant to the terms of the Issuer LLC Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.9(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For If the purposes assets of this Section 12.8, the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Units, if any, such assets shall not be deemed distributed to have occurred the Series A Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Section 16.9. (d) Nothing in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is this Section 16.9 shall be understood to entitle the surviving Person or Series A Holders to be paid any amount upon the Person formed by such transaction is organized under the laws occurrence of a Permitted Jurisdiction and has expressly assumed Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) Neither the obligations under the GP Mirror sale, conveyance, exchange or transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.9, no payment will be made to the Series A Holders pursuant to this Section 16.9 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another limited liability entity with or without Limited Partner approval (including a transaction pursuant to Sections 9.5 or 14.3) or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have voting powers, rights and preferences that are substantially similar to the voting powers, rights and preferences of the Series A Preferred Units pursuant to provisions of this Agreement that allow the Partnership to do so without Limited Partner approval.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 12.4 of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to PartnersUnitholders, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror 57 Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs) pursuant to Section 12.4 of this Agreement, Pro Rata based on the full respective distributable amounts to which each Series A Holder is entitled pursuant to this Section 16.9(a). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d) 16.7 of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For If the purposes assets of this Section 12.8, the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Holders and the holders of all other Outstanding Parity Units, if any, such assets shall not be deemed distributed to have occurred the Series A Holders and the holders of such Parity Units Pro Rata, based on the full respective distributable amounts to which each such Unitholder is entitled pursuant to this Agreement. (d) Nothing in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating Group entity is this Section 16.9 shall be understood to entitle the surviving Person or Series A Holders to be paid any amount upon the Person formed by such transaction is organized under the laws occurrence of a Permitted Jurisdiction and has expressly assumed Dissolution Event until Unitholders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Units have been paid all amounts to which such classes or series of Units are entitled. (e) Neither the obligations under the GP Mirror sale, conveyance, exchange or transfer, for cash, Units, (ii) the sale securities or disposition of an Ares Operating Group entity (whether by mergerother consideration, consolidation or the sale of all or substantially all of its assets) if such sale the Partnership’s property or disposition is not a Substantially All Merger assets nor the consolidation, merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity should such Ares Operating Group entity not constitute a “significant subsidiary” amalgamation of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this Agreement Partnership with or if proper notice of redemption of the Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group into any other entity or a subsidiary thereofthe consolidation, and (vi) merger or amalgamation of any other entity with respect to an Ares Operating Group entity, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not into the Partnership shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the PartnershipDissolution Event, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up. In addition, notwithstanding anything to the contrary in this Section 16.9, no payment will be made to the Series A Holders pursuant to this Section 16.9 (i) upon the voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited liability entity or (ii) if the Partnership engages in a reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Holders that have voting powers, rights and preferences that are substantially similar to the voting powers, rights and preferences of the Series A Preferred Units. Notwithstanding any provision to the contrary in this Article XVI (including Section 16.8), the General Partner may, in its sole discretion and without the consent of any Series A Holder, amend this Article XVI to allow for the transactions referred to in this Section 16.9(e).

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.5(e) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “"significant subsidiary” " of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A B Preferred Mirror Units of the Issuer have been fully redeemed pursuant to the terms of this the Issuer Limited Partnership Agreement or if proper notice of redemption of the Series A B Preferred Mirror Units of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units of the Issuer called for redemption have been set aside for payment pursuant this to the terms of the Issuer Limited Partnership Agreement, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX Section 9.03 of this the Partnership Agreement, the Series A Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Mirror Liquidation Value Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 5.5(d) 2.6 of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity liquidates, dissolves or winds up, no Ares Operating Group entity may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity have been repaid via redemption or otherwise.Unit (b) Upon a Dissolution Event, after each Series A Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 5.5(d) of this Agreement 2.6 for the taxable year in which the Dissolution Event occurs), such Series A Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series A Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 12.82.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares a member of the Oaktree Operating Group entity is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Series A Preferred Mirror Units, (ii) the sale or disposition of an Ares Operating Group entity the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating Group entity the Partnership should such Ares Operating Group entity the Partnership not constitute a “significant subsidiary” of the Issuer OCG under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange CommissionSEC, (iv) an event where the OCG Series A Preferred Mirror Units have been fully redeemed pursuant to the terms of this the OCG Operating Agreement or if proper notice of redemption of the OCG Series A Preferred Mirror Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A Preferred Mirror Units called for redemption have been set aside for payment pursuant this to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Ares Operating Group entity being liquidatedPartnership, dissolved in connection with its liquidation, dissolution or wound up winding-up, are immediately contributed to another Ares member of the Oaktree Operating Group entity or a subsidiary thereofthat expressly assumes all the obligations under the Series A Preferred Mirror Units, and (vi) with respect to an Ares Operating Group entitythe Partnership, a Permitted Transfer or a Permitted ReorganizationReorganization (any of (i) through (vi), a “Dissolution Exception”). (df) In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series A Permitted Transfer will not be deemed Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to be or upon (i) a voluntary Dissolution Exception or involuntary liquidation, dissolution or winding up (ii) an event where the OCG Series A Preferred Units have been fully redeemed pursuant to the terms of the Partnership, notwithstanding that OCG LLC Agreement or if proper notice of redemption of the OCG Series A Preferred Units has been given and funds sufficient to pay the redemption price for other purposes, such as all of the OCG Series A Preferred Units called for tax purposes, such an event may constitute a liquidation, dissolution redemption have been set aside by or winding upon behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A B Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A B Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A B Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.05(g) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A B Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A B Holders pursuant to Section 5.5(d5.05(g) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A B Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.812.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A B Preferred Mirror Units Stock of the Issuer have been fully redeemed pursuant to the terms of this Agreement the Issuer Certificate of Incorporation or if proper notice of redemption of the Series A B Preferred Mirror Units Stock of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A B Preferred Mirror Units Stock of the Issuer called for redemption have been set aside for payment pursuant this Agreementto the terms of the Issuer Certificate of Incorporation, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.

Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Article IX VIII of this Agreement, the Series A Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to Partners, before any payment or distribution of assets is made in respect of Junior Units, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Liquidation Value and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.05(g) of this Agreement for the taxable year in which the Dissolution Event occurs). Upon a Dissolution Event, or in the event that any Ares Operating Group entity Partnership liquidates, dissolves or winds up, no Ares Operating Group entity Partnership may declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding GP Mirror Units of each Ares Operating Group entity Partnership have been repaid via redemption or otherwise. (b) Upon a Dissolution Event, after each Series A Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Holders pursuant to Section 5.5(d5.05(g) of this Agreement for the taxable year in which the Dissolution Event occurs), such Series A Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) For the purposes of this Section 12.811.08, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby an Ares Operating a Group entity Partnership is the surviving Person or the Person formed by such transaction is organized under the laws of a Permitted Jurisdiction and has expressly assumed all of the obligations under the GP Mirror Units, (ii) the sale or disposition of an Ares Operating a Group entity Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of an Ares Operating a Group entity Partnership should such Ares Operating Group entity Partnership not constitute a “significant subsidiary” of the Issuer under Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, (iv) an event where the Series A Preferred Mirror Units Stock of the Issuer have been fully redeemed pursuant to the terms of this Agreement the Issuer Certificate of Incorporation or if proper notice of redemption of the Series A Preferred Mirror Units Stock of the Issuer has been given and funds sufficient to pay the redemption price for all of the Series A Preferred Mirror Units Stock of the Issuer called for redemption have been set aside for payment pursuant this Agreementto the terms of the Issuer Certificate of Incorporation, (v) transactions where the assets of the Ares Operating Group entity Partnership being liquidated, dissolved or wound up are immediately contributed to another Ares Operating Group entity or a subsidiary thereofPartnership, and (vi) with respect to an Ares Operating a Group entityPartnership, a Permitted Transfer or a Permitted Reorganization. (d) A Permitted Transfer will not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the Partnership, notwithstanding that for other purposes, such as for tax purposes, such an event may constitute a liquidation, dissolution or winding up.