Common use of After the MII Vesting Period Clause in Contracts

After the MII Vesting Period. Available Cash with respect to each Quarter after the MII Vesting Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.6 shall, subject to Section 18-607 of the Delaware Act, be distributed, except as otherwise required by Section 5.5(b) in respect of additional Company Securities issued pursuant thereto, as follows: (i) First, (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Common Units, Pro Rata until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter; (ii) Second, (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Common Units, Pro Rata until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, (x) (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Class D Units, Pro Rata, until there has been distributed in respect of each Class D Unit then Outstanding an amount equal to 100% of the Initial Quarterly Distribution for such Quarter; and (y) (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Class D Units, Pro Rata, until there has been distributed in respect of each Class D Unit then Outstanding an amount equal to the Cumulative Class D Unit Arrearage, if any, existing with respect to such Quarter; (iv) Fourth, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units and Class D Units, Pro Rata, until there has been distributed in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.06 (the “First Target Distribution”); (v) Fifth, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 83% to the holders of the Common Units and Class D Units, Pro Rata, and (C) 15% to the holders of the Management Incentive Interests, Pro Rata, until there has been distributed in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.17 (the “Second Target Distribution); and (vi) Thereafter, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 73% to the holders of the Common Units and Class D Units, Pro Rata, and (C) 25% to the holders of the Management Incentive Interests, Pro Rata.

After the MII Vesting Period. Available Cash with respect to each Quarter after the MII Vesting Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.6 shall, subject to Section 18-607 of the Delaware Act, be distributed, except as otherwise required by Section 5.5(b) in respect of additional Company Securities issued pursuant thereto, as follows: (i) First, (A) 2% to the holder(s) holders of the Class A Units, Pro Rata Rata, and (B) 98% to the holders of the Common Units, Pro Rata Rata, until there has been distributed in respect of each Class A Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter; (ii) Second, (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Common Units, Pro Rata until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, (x) (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98100% to the holders of the Class D E Units, Pro Rata, until there has been distributed in respect of each Class D E Unit then Outstanding an amount equal to 100the Initial Quarterly Distribution for such Quarter; provided, however, that if the Class E Units shall not have been converted to Common Units pursuant to Section 5.11 by July 22, 2007, such distribution of Available Cash to the holders of the Class E Units shall continue until there has been, in the aggregate pursuant to this Section 6.4(b), distributed in respect of each Class E Unit then Outstanding an amount equal to 115% of the Initial Quarterly Distribution for such Quarter; provided, further, the right to the Non-Conversion Distribution shall terminate upon such conversion; and provided, further, that the Non-Conversion Distribution for both the Quarter in which a Conversion Failure occurs and the Quarter in which the conversion occurs shall be pro rated based on the number of days (i) with respect to the Quarter in which the Conversion Failure occurs, from and after the date on which such Conversion Failure occurs through the end of that Quarter and (yii) with respect to the Quarter in which the conversion occurs, from and after the last to occur of (A) 2% to the holder(s) last day of the Class A Units, Pro Rata immediately preceding Quarter and (B) 98% to the holders date of the Class D Units, Pro Rata, until there has been distributed in respect of each Class D Unit then Outstanding an amount equal to Conversion Failure through the Cumulative Class D Unit Arrearage, if any, existing with respect to date on which such Quarterconversion occurs; (iviii) FourthThird, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units and Class D E Units, Pro Rata, until there has been distributed (including amounts distributed pursuant to Section 6.4(b)(i)) in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.06 0.0695 (the “First Target Distribution”);; and (viv) FifthFourth, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 83% to the holders of the Common Units and Class D E Units, Pro Rata, and (C) 15% to the holders of the Management Incentive Interests, Pro Rata, until there has been distributed in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.17 (the “Second Target Distribution); and (vi) Thereafter, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 73% to the holders of the Common Units and Class D Units, Pro Rata, and (C) 25% to the holders of the Management Incentive Interests, Pro Rata.

After the MII Vesting Period. Available Cash with respect to each Quarter after the MII Vesting Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.6 shall, subject to Section 18-607 of the Delaware ActAct and unless otherwise determined by the affirmative vote or consent of the holders of a Class A Unit Majority and a Common Unit Majority, be distributed, except as otherwise required by Section 5.5(b5.3(b) in respect of additional Company Securities issued pursuant thereto, as follows: (i) First, (A) 2% to the holder(s) holders of the Class A Units, Pro Rata Rata, and (B) 98% to the holders of the Common Units, Pro Rata Rata, until there has been distributed in respect of each Class A Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter; (ii) Second, (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Common Units, Pro Rata until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, (x) (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Class D Units, Pro Rata, until there has been distributed in respect of each Class D Unit then Outstanding an amount equal to 100% of the Initial Quarterly Distribution for such Quarter; and (y) (A) 2% to the holder(s) of the Class A Units, Pro Rata and (B) 98% to the holders of the Class D Units, Pro Rata, until there has been distributed in respect of each Class D Unit then Outstanding an amount equal to the Cumulative Class D Unit Arrearage, if any, existing with respect to such Quarter; (iv) Fourth, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units and Class D Units, Pro Rata, until there has been distributed in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.06 (the “First Target Distribution”); (viii) FifthThird, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 83% to the holders of the Common Units and Class D Units, Pro Rata, and (C) 15% to the holders of the Management Incentive Interests, Pro Rata, until there has been distributed in respect of each Class A Unit, each Class D Unit and each Common Unit then Outstanding an amount equal to the Initial Quarterly Distribution for such Quarter plus $0.17 (the “Second Target Distribution”); and (viiv) Thereafter, (A) 2% to the holders of the Class A Units, Pro Rata, (B) 73% to the holders of the Common Units and Class D Units, Pro Rata, and (C) 25% to the holders of the Management Incentive Interests, Pro Rata.