Common use of Distributions of Available Cash From Operating Surplus Clause in Contracts

Distributions of Available Cash From Operating Surplus. Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units): (a) First, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the General Partner and the Unitholders, Pro Rata, and 2% to the General Partner, 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, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (civ) ThirdFourth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dv) FourthFifth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evi) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vi).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4 shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.4 in respect of additional other Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Series A Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) [Intentionally Omitted] (b) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.1 or 6.3, shall subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(b)(v).

Distributions of Available Cash From Operating Surplus. (a) [Reserved.] (b) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.1 or 6.3, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the Unitholders, Pro Rataall holders of Common Units in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders, Pro Rataall holders of Common Units in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(b)(v).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Subject to Section 16.3 and Section 17.3, Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):16.3 and Section 17.3 and then as follows: (ai) First, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (ix) 87% to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (iiy) of this clause (c)13% to the IDR Holders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (div) FourthThereafter, (ix) 77% to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (iiy) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 4823% to the holders of the Incentive Distribution RightsIDR Holders, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, to the extent any Incentive Distribution Units are not Vested Incentive Distribution Units or are held by the Partnership in treasury as of the Record Date for any distribution made in accordance with this Section 6.4, the amounts distributable with respect to such Incentive Distribution Units shall either be retained by the Partnership as a cash reserve for any permissible Partnership use or distributed to the Unitholders, the General Partner and the IDR Holders on an iterative basis pursuant to this Section 6.4(a) (taking into account, for the purpose of determining whether an amount has been distributed equal to the Minimum Quarterly Distribution or Target Distributions, all other distributions from Operating Surplus for such Quarter pursuant to this Section 6.4); provided, further, that, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution Distributions have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iv).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period and Prior to the Conversion of all Class B Units. Available Cash with respect to any Quarter within the Subordination Period and prior to the Conversion of all Class B Units that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units or Class B Units, their Pro Rata share of a percentage equal to 100% less the Unitholders, Pro RataGeneral Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit and Class B Unit then Outstanding an amount equal to the Class B Unit Quarterly Distribution for such Quarter; (ii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Minimum Quarterly Distribution over the Class B Unit Quarterly Distribution for such Quarter; (iii) Third, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units or Class B Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Class B Unit and Common Unit then Outstanding an amount equal to the Cumulative Class B Unit Arrearage existing with respect to such Quarter; (iv) Fourth, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding (including distributions pursuant to clause (iii) above) an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (v) Fifth, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bvi) SecondSixth, 100% to the General Partner all Unitholders holding Common Units and the UnitholdersSubordinated Units, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit and Subordinated Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cvii) ThirdSeventh, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Common Units and Subordinated Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), vii) until there has been distributed in respect of each Common Unit and Subordinated Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dviii) FourthEighth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Common Units and Subordinated Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause subclause (dviii), until there has been distributed in respect of each Common Unit and Subordinated Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eix) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Common Units and Subordinated Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (eix); provided, however, if the Class B Unit Quarterly Distribution, the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(ix); provided, further, that Available Cash with respect to any Quarter ending on or prior to June 30, 2008 that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall be distributed pursuant to the provisions of Section 6.4(b).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 10098% to the General Partner and the Unitholders, Pro Rata, and 2% to the General Partner, 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; (c) Third, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cd) ThirdFourth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (de) FourthFifth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ef) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(f).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.14(b)(i) or in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units and Class A Units Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), Pro Rataa percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).and

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of Series A Preferred Units and except as otherwise contemplated required by Section 5.6(b) 5.5 in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Series A Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; Rights and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the UnitholdersUnitholders holding Common Units, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders holding Common Units, in accordance with their respective Percentage Interests, 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, to the General Partner and the Unitholders holding Subordinated Units, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During a Unit Subordination Period. (i) With respect to any Quarter in which a Unit Subordination Period exists, Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.7(b) in respect of additional Partnership Interests Securities issued pursuant thereto or except as otherwise required by Sections 6.3(d) or (including pursuant to Article V with respect to the Preferred Unitse): (aA) First, to the Unitholders holding Common Units, Pro Rata, in a percentage equal to 100% less the Percentage Interest of the General Partner Interest, and to the General Partner and in a percentage equal to the Unitholders, Pro RataPercentage Interest of its General Partner Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bB) Second, to the Unitholders holding Common Units, Pro Rata, in a percentage equal to 100% less the Percentage Interest of the General Partner Interest, and to the General Partner in a percentage equal to the Percentage Interest of its General Partner Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to such Common Unit's Cumulative Common Unit Arrearage existing with respect to such Quarter; (C) Third, to the Unitholders holding Subordinated Units, Pro Rata, in a percentage equal to 100% less the Percentage Interest of the General Partner Interest, and to the General Partner in a percentage equal to the Percentage Interest of its General Partner Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (D) Fourth, 86% to all Unitholders, Pro Rata, and 14% to the holders of the Incentive Distribution Rights, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cE) ThirdFifth, (i) 76% to the General Partner in accordance with its Percentage Interest; (ii) 13all Unitholders, Pro Rata, and 24% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;quarter; and (dF) FourthThereafter, (i) 51% to the General Partner in accordance with its Percentage Interest; (ii) 23all Unitholders, Pro Rata, and 49% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to Section 6.6(b), and subject to the second sentence satisfaction of Section 6.6(a6.4(a)(i)(B), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with this Section 6.4(e6.4(a)(i)(F). (ii) If as a result of the distribution of Available Cash for such Quarter, the holder of a Deferred Participation Unit becomes a Unitholder due to the conversion of such Deferred Participation Unit into a Subordinated Unit pursuant to Section 5.11, the holder of such converted Deferred Participation Unit shall be included as a Unitholder for such distributions in subsections (a)(i)(C)-(F) above and notwithstanding anything to the contrary, such Subordinated Unit shall be considered Outstanding for such Quarter.

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by required pursuant to Section 5.6(b5.12(b)(ii) or in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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 Common Unit; (iii) Third, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) 5.5 in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. Subject to Section 5.11(b)(i), Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (a) First, 100% to the General Partner and the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; , (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholdersthe holders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; , (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholdersthe holders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; , (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholdersthe holders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.10(b)(ii) or Section 5.4(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Pro Rata, Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% (A) to the General Partner in accordance with its Percentage Interest, (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata, and the (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages specified under subclauses (A) and (B) of this clause (ii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 1323% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (d) FourthThereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2348% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (eiv); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(d).

Distributions of Available Cash From Operating Surplus. There shall be no requirement to make distributions of Available Cash from Operating Surplus to the holders of Common Units prior to September 30, 2008. Available Cash with respect to any Quarter ending after September 30, 2008 that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 5.3 or 5.5 shall, subject to Section 6.5 shall 5.3 and subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b4.4(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the UnitholdersCommon Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such QuarterDistribution; (bii) Second, 100% to the General Partner and the UnitholdersCommon 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, if any, existing with respect to any prior Quarter; (iii) Third, 100% to the General Partner Units, Pro Rata, until there has been distributed in respect of each General Partner Unit then Outstanding an amount equal to the Minimum Quarterly Distribution; (iv) Fourth, (A) 90% to the Common Units, Pro Rata and (B) 10% to the General Partner Units, Pro Rata until there has been distributed in respect of each Common Unit then outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such QuarterDistribution; (cv) ThirdThereafter, (iA) 80% to the Common Units, Pro Rata and (B) 20% to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution RightsUnits, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third First Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a5.6(a), the distribution distributions of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e5.4(v).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each Class A Unit then Outstanding and each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each Class A Unit then Outstanding and each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 85% to the holders of Common Units, Pro Rata, and (C) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Class A Unit then Outstanding and each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (div) Fourth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Class A Unit then Outstanding and each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 50% to the holders of Common Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); . provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii). (b) After the Subordination Period. Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise required by Section 5.6(b) in respect of additional Partnership Securities issued pursuant thereto: (i) First, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (iii) Third, 85% to all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (iv) Fourth, 75% to all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (v) Thereafter, 50% to all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) 5.5 in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) The Cumulative Common Unit Arrearage with respect to each Common Unit immediately prior to the date hereof is hereby eliminated and shall be zero ($0) as of the date hereof. (b) Subject to Section 17-607 of the Delaware Act and to Section 13.13(c) and except as otherwise required in respect of additional Partnership Interests issued pursuant to Section 5.6, Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest with respect to its General Partner Units and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this clause (i), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (x) to the General Partner in accordance with its Percentage Interest with respect to its General Partner Units and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this clause (ii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (ix) to the General Partner in accordance with its Percentage Interest; Interest with respect to its General Partner Units, (iiy) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiz) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (ix) and (iiy) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (ix) to the General Partner in accordance with its Percentage Interest; Interest with respect to its General Partner Units, (iiy) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiz) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (ix) and (iiy) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (ix) to the General Partner in accordance with its Percentage Interest; Interest with respect to its General Partner Units, (iiy) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiz) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (ix) and (iiy) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(b)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of Series A Preferred Units and except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e). No distributions shall be made with respect to Series A Preferred Units pursuant to this Section 6.4.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of this Agreement shall, subject to Section 6.3 or Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Original Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.6, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) 5.5 in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10099% to the Unitholders holding Common Units, Pro Rata, and 1% to the General Partner and the UnitholdersPartners, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10099% to the Unitholders holding Common Units, Pro Rata, and 1% to the General Partner Partners, 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, 99% to the Unitholders holding Subordinated Units, Pro Rata, and 1% to the General Partners, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 99% to all Unitholders, Pro Rata, and 1% to the General Partners, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85.8673% to the General Partner in accordance with its Percentage Interest; (ii) 13all Unitholders, Pro Rata, 13.1327% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75.7653% to the General Partner in accordance with its Percentage Interest; (ii) 23all Unitholders, Pro Rata, 23.2347% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50.5102% to the General Partner in accordance with its Percentage Interest; (ii) 48all Unitholders, Pro Rata, 48.4898% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (i) until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (ii) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), iii) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2335% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (d), iv) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided. (b) Notwithstanding anything to the contrary in this Section 6.4, howevercommencing with the March 31 Quarter of 2017, aggregate quarterly distributions, if any, to holders of the Minimum Quarterly DistributionIncentive Distribution Rights provided by clauses (iii)(B), (iv)(B) and (v)(B) of Section 6.4(a) shall be reduced as set forth on Schedule 6.4(b). In addition, notwithstanding anything to the contrary herein, the First Target DistributionGeneral Partner, the Second Target Distribution may, if approved by Special Approval and the Third Target holders of the Incentive Distribution have been reduced to zero pursuant Rights, make any amendment to the second sentence amount and timing of the reduction in the quarterly distributions to the holders of the Incentive Distribution Rights set forth in this Section 6.6(a6.4(b) (other than any reductions under the column “Former SXL IDR Reduction” on Schedule 6.4(b), ) the distribution of Available Cash that is deemed to be Operating Surplus General Partner deems necessary or advisable in connection with respect to any Quarter will be made solely in accordance with Section 6.4(e)a proposed transaction approved by Special Approval.

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.1 or 6.3, shall subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 1313.0% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 2323.0% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 4848.0% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(e).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4 shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of Series A Preferred Units described therein and subject to Section 17.3 in respect of Series B Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 1314.9% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 2324.9% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 4849.9% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Preferred Units, Pro Rata, until there has been distributed in respect of each Preferred Unit then Outstanding then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (ii) Second, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (biii) SecondThird, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units and Preferred Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (civ) ThirdFourth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 85% to the holders of Common Units and Preferred Units, Pro Rata, and (C) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (dv) FourthFifth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units and Preferred Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) or Section 5.13(b)(i) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% (A) to the General Partner in accordance with its Percentage Interest; and (B) to the UnitholdersUnitholders other than holders of Class C Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% (A) to the General Partner in accordance with its Percentage Interest; and (B) to the UnitholdersUnitholders other than holders of Class C Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders other than holders of Class C Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders other than holders of Class C Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders other than holders of Class C Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall shall, subject to Section 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests or other securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for Cumulative Common Unit Arrearage existing with respect to such Quarter;Common Unit; and (c) ThirdThereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 1348% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have has been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(c).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 6.2 or Section 6.5 shall 6.4 shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of Series A Preference Units described therein and subject to Section 17.3 in respect of Series B Preference Units described therein and except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preference Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.14(b)(i) or in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersholders of Common Units, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Mxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of Series A Preferred Units and except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e). No distributions shall be made with respect to Series A Preferred Units pursuant to this Section 6.4.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the General Partner and the Unitholders, Pro Rata, and 2% to the General Partner, 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, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (civ) ThirdFourth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dv) FourthFifth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evi) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(b)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (a) First, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, subject to Section 16.3 in respect of Series A Preferred Units described therein and Section 17.3 in respect of Series B Preferred Units described therein and except as otherwise contemplated required by (i) Section 5.6(b5.5(b) in respect of additional Partnership Interests Securities issued pursuant thereto or (including pursuant to Article V with ii) Section 6.4(b) in respect to of Incentive Distribution Rights during the Preferred Units):Acquisition Waiver Period: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10090% to all Unitholders, Pro Rata, 8% to the holders of Incentive Distribution Rights, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;; and (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) Thereafter, 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholders, Pro Rata, a percentage equal to 1002% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third First Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iii). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4 and shall instead be made in accordance with Sections 16.3 and 17.3. (b) Notwithstanding any other provision of this Agreement, distributions of Available Cash, if any, to the holder of the Incentive Distribution Rights pursuant to Section 6.4(a) with respect to each Quarter within the Acquisition Waiver Period shall be reduced by the amount that would have been distributed to the holder of the Incentive Distribution Rights in respect of the Waiver Period Units for such Quarter; provided, however, that the aggregate reduction in distributions to the holder of the Incentive Distribution Rights pursuant to this Section 6.4(b) shall not exceed $22 million.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act and Section 5.5(b), be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100(A) 2% to the General Partner holders of GP Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each GP Unit then Outstanding and each Common Unit then Outstanding an amount equal to the Minimum Quarterly Initial Target Distribution for such Quarter; (bii) Second, 100(A) 2% to the General Partner and the Unitholdersholders of GP Units, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal (B) 85% to the excess holders of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; Common Units, Pro Rata, and (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (iiC) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each GP Unit then Outstanding and each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (diii) FourthThird, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of GP Units, Pro Rata, (iiB) 75% to the holders of Common Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each GP Unit then Outstanding and each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eiv) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of GP Units, Pro Rata, (iiB) 50% to the holders of Common Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Initial Target Distribution, the Second First Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with this Section 6.4(e6.4(a)(iv). The amount of quarterly distributions that the holders of the Incentive Distribution Rights receive in any Quarter pursuant to this Section 6.4(a) is referred to as the “Actual IDR Amount” for such Quarter.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter or portion thereof within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 6.1 or Section 6.5 shall 6.3 shall, subject to Section 51 of the Mxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.4 in respect of additional other Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to all the General Partner and the UnitholdersUnitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to all Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the General Partner and Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, 100% to all Unitholders holding Subordinated Units, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 100% to all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 1315% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 85% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 2325% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 4850% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 50% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.3or 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution RightsIDR Holders, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution RightsIDR Holders, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution RightsIDR Holders, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17- 607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10099% to the Unitholders holding Common Units, Pro Rata, and 1% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10099% to the Unitholders holding Common Units, Pro Rata, and 1% to the General Partner and the Unitholders, 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, 99% to the Unitholders holding Subordinated Units, Pro Rata, and 1% to the General Partner until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 99% to all Unitholders holding Common Units and all Unitholders holding Subordinated Units, Pro Rata, and 1% to the General Partner until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85.8673% to all Unitholders holding Common Units and all Unitholders holding Subordinated Units, Pro Rata, and 14.1327% to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75.7653% to all Unitholders holding Common Units and all Unitholders holding Subordinated Units, Pro Rata, and 24.2347% to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 4850.5102% to the holders of the Incentive Distribution Rights, Pro Rata; all Unitholders holding Common Units and (iii) to all UnitholdersUnitholders holding Subordinated Units, Pro Rata, a percentage equal and 49.4898% to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Subject to § 5.10, Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of §§ 5.04 or 5.06 shall, subject to Section 6.3 or Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b§ 4.07(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units, Pro Rata, until there has been distributed in respect of each Class A Unit then Outstanding outstanding and each Common Unit then outstanding an amount equal to the Minimum Quarterly Initial Target Distribution for such Quarter; (bii) Second, 100(A) 2% to the General Partner and the Unitholdersholders of Class A Units, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal (B) 85% to the excess holders of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; Common Units, Pro Rata, and (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (iiC) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Class A Unit then Outstanding outstanding and each Common Unit then outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (diii) FourthThird, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Class A Unit then Outstanding outstanding and each Common Unit then outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eiv) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 50% to the holders of Common Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); . provided, however, that, with respect to the first Quarter for which each Common Unit is outstanding, all amounts shall be prorated based on the number of days in such Quarter such Common Unit was outstanding, and provided, further, if the Minimum Quarterly Distribution, the First Initial Target Distribution, the Second First Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a§ 5.07(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(eclause (iv); and provided, further, that distributions pursuant hereto with respect to the Incentive Distribution Rights are subject to repayment to the Partnership pursuant to § 5.10(i).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 6.5, subject to Section 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 16.3(b) or Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (i), until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (ii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v). (b) Notwithstanding anything to the contrary in Section 6.4, commencing with the first quarterly distribution declaration following February 27, 2015 (the Quarter with respect to such quarterly distribution declaration, the “First Reduction Quarter”), aggregate quarterly distributions, if any, to holders of the Incentive Distribution Rights provided by clauses (iii)(B), (iv)(B) and (v)(B) of Subsection 6.4(a) shall be reduced (w) by $9,375,000 per Quarter for the First Reduction Quarter and the following three Quarters, (x) by $6,250,000 per Quarter for the following four Quarters, (y) by $2,500,000 per Quarter for the following four Quarters and (z) by $1,250,000 per Quarter for the following four Quarters (the amount reduced each quarter pursuant to each of (w) – (z) is referred to as the “Reduced Amount”); provided, that for any such Quarter that is subject to this Section 6.4(b), subject to Section 16.3(b), the Reduced Amount shall be distributed Pro Rata to the holders of Outstanding Common Units.

Distributions of Available Cash From Operating Surplus. (a) [Intentionally Omitted] (b) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.1 or 6.3, shall subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 and except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (ai) First, 100% to the General Partner and the Unitholders, Common Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders, Common Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Common Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Common Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(b)(v). For the avoidance of doubt, the Series A Preferred Units shall not be entitled to distributions made pursuant to this Section 6.2.

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% to the General Partner and the Unitholdersall Unitholders holding Common Units (excluding Unitholders holding Unvested Acquisition Units), Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to all Unitholders holding Common Units (excluding Unitholders holding Unvested Acquisition Units), Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the General Partner and Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, to all Unitholders holding Subordinated Units, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the UnitholdersMinimum Quarterly Distribution for such Quarter; (iv) Fourth, to all Unitholders (excluding Unitholders holding Unvested Acquisition Units), Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 1315% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 85% to all UnitholdersUnitholders (excluding Unitholders holding Unvested Acquisition Units), Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 2325% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 75% to all UnitholdersUnitholders (excluding Unitholders holding Unvested Acquisition Units), Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 4850% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 50% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses Rata (i) and (ii) of this clause (eexcluding Unitholders holding Unvested Acquisition Units); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii ).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the UnitholdersUnitholders holding Common Units, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders holding Common Units, in accordance with their respective Percentage Interests, 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, to the General Partner and the Unitholders holding Subordinated Units, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17- 607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders holding Common Units and all Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to all Unitholders holding Common Units and all Unitholders holding Subordinated Units, Pro Rata, and 15% to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (dvi) FourthThereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 2375% to the holders of the Incentive Distribution Rights, Pro Rata; all Unitholders holding Common Units and (iii) to all UnitholdersUnitholders holding Subordinated Units, Pro Rata, a percentage equal to 100and 25% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vi).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; andand 57 (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.10(b)(ii), Section 5.11(b)(ii), or Section 5.4(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Pro Rata, Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% (A) to the General Partner in accordance with its Percentage Interest, (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata, and the (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages specified under subclauses (A) and (B) of this clause (ii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 1323% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (d) FourthThereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2348% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (eiv); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(d).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.14(b)(i) or in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units and Class A Units Pro Rata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), Pro Rataa percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholdersholders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the General Partner’s Percentage Interest in subclause (A), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersthe holders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholdersholders of Common Units and Class A Units, Pro RataRata (except that the holders of Class A Units will not be entitled to receive any Hydrocarbon Available Cash), a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10085% to all Unitholders, Pro Rata, and 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) 13all Unitholders, Pro Rata, and 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), General Partner until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (div) FourthThereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 2350% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iv). (b) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder(s) of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted commencing with the earlier to occur of (x) the payment date of the first quarterly distribution declared and paid after the PPX Merger Closing Date that equals or exceeds $0.80 per unit or (y) the payment date of the second quarterly distribution declared and paid after the PPX Merger Closing Date (the earlier to occur of (x) or (y) being referred to as the “IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the IDR Reduction Date and the three quarterly distributions declared and paid following the IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $5,000,000 per quarter, (ii) for the four quarterly distributions commencing on the first anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iii) for the four quarterly distributions commencing on the second anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iv) for the four quarterly distributions commencing on the third anniversary of the IDR Reduction Date, such distributions shall be reduced by $2,500,000 per quarter and (v) for the four quarterly distributions commencing on the fourth anniversary of the IDR Reduction Date, such distributions shall be reduced by $1,250,000 per quarter. For the avoidance of doubt, the reduction shall be an aggregate of $20 million for the first four quarters (commencing with and including the IDR Reduction Date), $15 million for the second four quarters, $15 million for the third four quarters, $10 million for the fourth four quarters and $5 million for the fifth four quarters, for an aggregate of $65 million over twenty quarters. (c) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted (incrementally to any adjustment pursuant to Subsection 6.4(b)) commencing with the payment date of the second quarterly distribution declared and paid after the Rainbow Acquisition Closing Date (the “Rainbow Incremental IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the Rainbow Incremental IDR Reduction Date and the first quarterly distribution declared and paid following the Rainbow Incremental IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $2,500,000 per quarter, and (ii) for the four quarterly distributions declared and paid thereafter, such distributions shall be reduced by $1,250,000 per quarter. For the avoidance of doubt, the reduction shall be an aggregate of $5 million for the first two quarters (commencing with and including the Rainbow Incremental IDR Reduction Date) and $5 million for the following four quarters, for an aggregate of $10 million over six quarters. (d) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted (incrementally to any adjustment pursuant to Subsections 6.4(b) and 6.4(c)) commencing with the payment date of the first quarterly distribution declared and paid after the PNGS Acquisition Closing Date that equals or exceeds $0.92 per unit (the “PNGS Incremental IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the PNGS Incremental IDR Reduction Date and the three quarterly distributions declared and paid following the PNGS Incremental IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $1,250,000 per quarter, and (ii) for the four quarterly distributions declared and paid thereafter, such distributions shall be reduced by $750,000 per quarter. For the avoidance of doubt, the reduction shall be an aggregate of $5 million for the first four quarters (commencing with and including the PNGS Incremental IDR Reduction Date) and $3 million for the following four quarters, for an aggregate of $8 million over eight quarters. (e) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(a), as applicable, shall be adjusted commencing with the payment date of the first quarterly distribution declared and paid after the BP Acquisition Closing Date (the “BP Incremental IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the BP Incremental IDR Reduction Date and the seven quarterly distributions declared and paid following the BP Incremental IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $3,750,000 per quarter, and (ii) thereafter, such distributions shall be reduced by $2,500,000 per quarter; provided, however, that (A) in no event shall the reduction pursuant to Section 6.4(e)(i) or (ii) cause the Incentive Distribution with respect to the applicable quarter to be reduced below the total amount of Incentive Distributions paid (excluding any adjustments pursuant to Section 6.4(b), (c) and (d)) with respect to the quarter ended September 30, 2011, and (B) any portion of the potential reductions provided for in Section 6.4(e)(i) or (ii) that are not given effect by virtue of the limitation set forth in clause (A) immediately preceding, or by virtue of the fact that no distributions are made with respect to a quarter, shall not cumulate or otherwise have any effect on Incentive Distributions made with respect to future periods.

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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 Common Unit; (iii) Third, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, their Pro Rata share of a percentage equal to 100% less the Unitholders, Pro RataGeneral Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, 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) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, their Pro Rata share of a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Limited Partner Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Limited Partner Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all UnitholdersUnitholders holding Limited Partner Units, their Pro Rata, Rata share of a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter or portion thereof within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 6.1 or Section 6.5 shall 6.3 shall, subject to Section 51 of the Mxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 and except as otherwise contemplated by Section 5.6(b) 5.4 in respect of additional other Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (ai) First, 100% to all the General Partner and the UnitholdersUnitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to all Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the General Partner and Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, 100% to all Unitholders holding Subordinated Units, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 100% to all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 1315% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 85% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 2325% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 4850% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiB) 50% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.4, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.2(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.12(b)(i) or Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the Common Unitholders, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Common Unitholders, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Common Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Common Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Common Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(v).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, subject to Section 16.3 in respect of Series A Preferred Units described therein, Section 17.3 in respect of Series B Preferred Units described therein, Section 18.3 in respect of Series C Preferred Units described therein and Section 19.3 in respect of Series D Preferred Units described therein and except as otherwise contemplated required by (i) Section 5.6(b5.5(b) in respect of additional Partnership Interests Securities issued pursuant thereto or (including pursuant to Article V with ii) Section 6.4(b) in respect to of Incentive Distribution Rights during the Preferred Units):Acquisition Waiver Period: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10090% to all Unitholders, Pro Rata, 8% to the holders of Incentive Distribution Rights, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;; and (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) Thereafter, 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholders, Pro Rata, a percentage equal to 1002% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third First Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iii). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4 and shall instead be made in accordance with Section 16.3, Section 17.3, Section 18.3 and Section 19.3. (b) Notwithstanding any other provision of this Agreement, distributions of Available Cash, if any, to the holder of the Incentive Distribution Rights pursuant to Section 6.4(a) with respect to each Quarter within the Acquisition Waiver Period shall be reduced by the amount that would have been distributed to the holder of the Incentive Distribution Rights in respect of the Waiver Period Units for such Quarter; provided, however, that the aggregate reduction in distributions to the holder of the Incentive Distribution Rights pursuant to this Section 6.4(b) shall not exceed $22 million.

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 6.2 or Section 6.5 shall 6.4 shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed as followsfollows (subject to Section 16.3 in respect of Series A Preference Units described therein, subject to Section 17.3 in respect of Series B Preference Units described therein and subject to Section 18.3 in respect of Series C Preference Units described therein and except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro RataRata (subject to Section 6.6(b)); and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c) (subject to Section 6.6(c)), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (d) FourthThereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro RataRata (subject to Section 6.6(b)); and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d) (subject to Section 6.6(c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(d). No distributions shall be made with respect to Preference Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) Subject to Section 16.3 and Section 17.3, Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):16.3 and Section 17.3 and then as follows: (ai) First, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (ix) 87% to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (iiy) of this clause (c)13% to the IDR Holders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (div) FourthThereafter, (ix) 77% to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (iiy) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 4823% to the holders of the Incentive Distribution RightsIDR Holders, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, to the extent any Incentive Distribution Units are not Vested Incentive Distribution Units or are held by the Partnership in treasury as of the Record Date for any distribution made in accordance with this ‎Section 6.4, the amounts distributable with respect to such Incentive Distribution Units shall either be retained by the Partnership as a cash reserve for any permissible Partnership use or distributed to the Unitholders, the General Partner and the IDR Holders on an iterative basis pursuant to this ‎Section 6.4(a) (taking into account, for the purpose of determining whether an amount has been distributed equal to the Minimum Quarterly Distribution or Target Distributions, all other distributions from Operating Surplus for such Quarter pursuant to this ‎Section 6.4); provided, further, that, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution Distributions have been reduced to zero pursuant to the second sentence of Section ‎Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iv).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.6 in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the UnitholdersUnitholders holding Common Units, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders holding Common Units, in accordance with their respective Percentage Interests, 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, to the General Partner and the Unitholders holding Subordinated Units, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and all Unitholders, Pro Ratain accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (c), v) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause subclause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. Available Cash that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(b)(v).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% pari passu (A) to the General Partner holders of Class B Preferred Units, Class D Preferred Units and the UnitholdersClass E Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Preferred Unit then Outstanding an amount equal to $0.40 and in respect of each Class D Preferred Unit and Class E Preferred Unit then Outstanding an amount equal to the quarterly distribution set forth in the Preferred Class D Certificate of Designation and the Preferred Class E Certificate of Designation, respectively, and (B) to the holders of the Class A Units, Pro Rata, in an amount equal to 2.0202% of the amount distributed with respect to the Class B Preferred Units pursuant to clause (A) above; (ii) Second, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Class C Preferred Units, Pro Rata, until there has been distributed in respect of each Class C Preferred Unit then Outstanding the amount specified in the Preferred Class C Certificate of Designation for such Quarter; (iii) Third, to the holders of the Incentive Distribution Rights, (A) 13/85ths of such amount paid pursuant to (ii) above that is between the First Target Distribution and the Second Target Distribution for such Quarter; (B) 23/75ths of such amount paid pursuant to (ii) above that is between the Second Target Distribution and the Third Target Distribution for such Quarter; and (C) 48/50ths of such amount paid pursuant to (ii) above that is over the Third Target Distribution for such Quarter; (iv) Fourth, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bv) SecondFifth, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units and Class B Preferred Units, Pro Rata, until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cvi) ThirdSixth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 85% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvii) FourthSeventh, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eviii) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 50% to the holders of Common Units and Class B Preferred Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); . provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter as set forth in 6.4(a)(iii)-(viii) above will be made solely in accordance with Section 6.4(e6.4(a)(vii).; and

Distributions of Available Cash From Operating Surplus. (a) [Reserved] (b) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(b)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 6.2 or Section 6.5 shall 6.4 shall, subject to Section 51 of the Xxxxxxxx Islands Act, be distributed as followsfollows (subject to Section 16.3 in respect of Series A Preference Units described therein, subject to Section 17.3 in respect of Series B Preference Units described therein and subject to Section 18.3 in respect of Series C Preference Units described therein and except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.5, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.3(e). No distributions shall be made with respect to Preference Units pursuant to this Section 6.3.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, subject to Section 16.3 in respect of Series A Preferred Units described therein, Section 17.3 in respect of Series B Preferred Units described therein and Section 18.3 in respect of Series C Preferred Units described therein and except as otherwise contemplated required by (i) Section 5.6(b5.5(b) in respect of additional Partnership Interests Securities issued pursuant thereto or (including pursuant to Article V with ii) Section 6.4(b) in respect to of Incentive Distribution Rights during the Preferred Units):Acquisition Waiver Period: (ai) First, 10098% to all Unitholders, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10090% to all Unitholders, Pro Rata, 8% to the holders of Incentive Distribution Rights, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each such Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;; and (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) Thereafter, 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) to all Unitholders, Pro Rata, a percentage equal to 1002% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third First Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(iii). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4 and shall instead be made in accordance with Section 16.3, Section 17.3, and Section 18.3. (b) Notwithstanding any other provision of this Agreement, distributions of Available Cash, if any, to the holder of the Incentive Distribution Rights pursuant to Section 6.4(a) with respect to each Quarter within the Acquisition Waiver Period shall be reduced by the amount that would have been distributed to the holder of the Incentive Distribution Rights in respect of the Waiver Period Units for such Quarter; provided, however, that the aggregate reduction in distributions to the holder of the Incentive Distribution Rights pursuant to this Section 6.4(b) shall not exceed $22 million.

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4, shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) 5.5 in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).and

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.2 or 6.4 shall, subject to Section 6.3 or Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated by Section 5.6(b) 5.4 in respect of additional other Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% to the General Partner and the Unitholders, Unitholders Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).and

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% to the among General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to among the General Partner and the Unitholders, Pro RataUnitholders in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, among the General Partner, the holders of the Incentive Distribution Rights and all Unitholders, as follows: (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 1313.2665% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, among the General Partner, the holders of the Incentive Distribution Rights and all Unitholders, as follows: (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2323.4712% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (d), iv) until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, among the General Partner, the holders of the Incentive Distribution Rights and all Unitholders, as follows: (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 4848.9821% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (x) to the General Partner in accordance with its Percentage Interest and (y) to the UnitholdersUnitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, 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) to the General Partner in accordance with its Percentage Interest and (y) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 1314.9% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (dvi) FourthThereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2324.9% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (evi); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vi).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.4(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (a) First, 100% to the General Partner and the Unitholders, Pro Rata, Unitholders in accordance with their respective Percentage Interests until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 100% (A) to the General Partner in accordance with its Percentage Interest, (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata, and the (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages specified under subclauses (A) and (B) of this clause (ii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 1323% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (d) FourthThereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 2348% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to specified under subclauses (iA) and (iiB) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (eiv); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(d).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) DURING SUBORDINATION PERIOD. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10099% to the Unitholders holding Common Units, in proportion to their relative Percentage Interests, and 1% to the General Partner and the UnitholdersPartners, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10099% to the Unitholders holding Common Units, in proportion to their relative Percentage Interests, and 1% to the General Partner Partners, 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, 99% to the Unitholders holding Subordinated Units, in proportion to their relative Percentage Interests, and 1% to the General Partners, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 99% to all Unitholders, in accordance with their relative Percentage Interests, and 1% to the General Partners, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85.8673% to the General Partner all Unitholders, in accordance with its their relative Percentage Interest; (ii) 13Interests, 13.1327% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75.7653% to the General Partner all Unitholders, in accordance with its their relative Percentage Interest; (ii) 23Interests, 23.2347% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50.5102% to the General Partner all Unitholders, in accordance with its their relative Percentage Interest; (ii) 48Interests, 48.4898% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 1% to all Unitholdersthe General Partners, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% pari passu (A) to the General Partner holders of Class B Preferred Units and the UnitholdersClass D Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Preferred Unit then Outstanding an amount equal to $0.40 and in respect of each Class D Preferred Unit then Outstanding an amount equal to the quarterly distribution set forth in the Preferred Class D Certificate of Designation and (B) to the holders of the Class A Units, Pro Rata, in an amount equal to 2.0202% of the amount distributed with respect to the Class B Preferred Units pursuant to clause (A) above; (ii) Second, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Class C Preferred Units, Pro Rata, until there has been distributed in respect of each Class C Preferred Unit then Outstanding the amount specified in the Preferred Class C Certificate of Designation for such Quarter; (iii) Third, to the holders of the Incentive Distribution Rights, (A) 13/85ths of such amount paid pursuant to (ii) above that is between the First Target Distribution and the Second Target Distribution for such Quarter; (B) 23/75ths of such amount paid pursuant to (ii) above that is between the Second Target Distribution and the Third Target Distribution for such Quarter; and (C) 48/50ths of such amount paid pursuant to (ii) above that is over the Third Target Distribution for such Quarter; (iv) Fourth, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bv) SecondFifth, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units and Class B Preferred Units, Pro Rata, until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cvi) ThirdSixth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 85% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvii) FourthSeventh, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eviii) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 50% to the holders of Common Units and Class B Preferred Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); . provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter as set forth in 6.4(a)(iii)-(viii) above will be made solely in accordance with Section 6.4(e6.4(a)(vii).; and

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):: (ai) First, 100% to the General Partner and the Unitholdersall Unitholders holding Class A Units, Pro Rata, until there has been distributed in respect of each Class A Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 1315.0% to the holders of the Incentive Distribution RightsClass B Units, Pro Rata; and (iiiB) 85.0% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an aggregate amount for such Quarter pursuant to Sections 6.4(a)(i), (a)(ii) and (a)(iii) equal to the excess product of (x) the Second Target Distribution over for such Quarter and (y) the First Target Distribution for number of Class A Units receiving a distribution with respect to such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 2325.0% to the holders of the Incentive Distribution RightsClass B Units, Pro Rata; and (iiiB) 75.0% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an aggregate amount for such Quarter pursuant to Sections 6.4(a)(i), (a)(ii), (a)(iii) and (a)(iv) equal to the excess product of (x) the Third Target Distribution over for such Quarter and (y) the Second Target Distribution for number of Class A Units receiving a distribution with respect to such Quarter; and (ev) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 4850.0% to the holders of the Incentive Distribution RightsClass B Units, Pro Rata; and (iiiB) 50.0% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution Distributions have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a)6.6, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4.

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5, subject to Section 6.5 17-607 of the Delaware Act, shall be distributed as follows, except as otherwise contemplated required by Section 6.3(e) or Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (i), until there has been distributed in respect of each Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% (A) to the General Partner in accordance with its Percentage Interest and the (B) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (A) of this clause (ii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (ciii) Third, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ciii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (div) Fourth, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses subclause (iA) and (iiB) of this clause (div), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (ev) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (ev); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(v).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Class B Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Preferred Unit then Outstanding an amount equal to $0.40; (ii) Second, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Class C Preferred Units, Pro Rata, until there has been distributed in respect of each Class C Preferred Unit then Outstanding the amount specified in the Preferred Class C Certificate of Designation for such Quarter; (iii) Third, to the holders of the Incentive Distribution Rights, (A) 13/85ths of such amount paid pursuant to (ii) above that is between the First Target Distribution and the Second Target Distribution for such Quarter; (B) 23/75ths of such amount paid pursuant to (ii) above that is between the Second Target Distribution and the Third Target Distribution for such Quarter; and (C) 48/50ths of such amount paid pursuant to (ii) above that is over the Third Target Distribution for such Quarter; (iv) Fourth, (A) 2% to the holders of Class A Units, Pro Rata, and (B) 98% to the holders of Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bv) SecondFifth, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Common Units and Class B Preferred Units, Pro Rata, until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cvi) ThirdSixth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 85% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvii) FourthSeventh, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 75% to the holders of Common Units and Class B Preferred Units, Pro Rata, and (C) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Common Unit and Class B Preferred Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eviii) Thereafter, (iA) 2% to the General Partner in accordance with its Percentage Interest; holders of Class A Units, Pro Rata, (iiB) 50% to the holders of Common Units and Class B Preferred Units, Pro Rata, and 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); . provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter as set forth in 6.4(a)(iii)-(viii) above will be made solely in accordance with Section 6.4(e6.4(a)(vii).; and

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.5(b): (ai) First, 100% to the General Partner and the Unitholdersall Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 100% to all Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the General Partner and Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, to all Unitholders holding Subordinated Units, Pro Rata, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 1315% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiB) 85% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 2325% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiB) 75% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; (ii) 4850% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiB) 50% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 100% pari passu (A) to the General Partner holders of Class B Preferred Units and the UnitholdersClass D Preferred Units, Pro Rata, until there has been distributed in respect of each Class B Preferred Unit then Outstanding an amount equal to $0.40 and in respect of each Class D Preferred Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarterquarterly distribution set forth in the Preferred Class D Certificate of Designation and (B) to the holders of the Class A Units, Pro Rata, in an amount equal to 2.0202% of the amount distributed with respect to the Class B Preferred Units pursuant to clause (A) above; (bii) Second, 100(A) 2% to the General Partner holders of Class A Units, Pro Rata, and (B) 98% to the Unitholdersholders of Class C Preferred Units, Pro Rata, until there has been distributed in respect of each Class C Preferred Unit then Outstanding an the amount equal to specified in the excess Preferred Class C Certificate of the First Target Distribution over the Minimum Quarterly Distribution Designation for such Quarter; (ciii) Third, (i) to the General Partner in accordance with its Percentage Interest; (ii) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (iiiA) 13/85ths of such amount paid pursuant to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over above that is between the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (eB) Thereafter, (i) 23/75ths of such amount paid pursuant to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, above that is between the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).for such Quarter; and

Distributions of Available Cash From Operating Surplus. Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Unitsthereto): (a) First, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (b) Second, 10098% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (c) Third, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders holding Common Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4.

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 85% to all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) 13all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), General Partner until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;; and (dvi) FourthThereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 2350% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Second Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vi).

Distributions of Available Cash From Operating Surplus. (a) During the MII Vesting Period. Available Cash with respect to any Quarter ending prior to or on the date of the end of the MII Vesting Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall 6.6 shall, subject to Section 8-607 of the Delaware Act, be distributed as followsdistributed, except as otherwise contemplated required by Section 5.6(b5.5(b) in respect of additional Partnership Interests other Company Securities issued pursuant thereto thereto, as follows: (including pursuant i) First, (A) 2% to Article V 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 the Preferred Units):such Quarter; (aiii) FirstThird, 100(x) (A) 2% to the General Partner holder(s) of the Class A Units, Pro Rata and (B) 98% to the Unitholdersholders 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 Minimum Initial Quarterly Distribution for such Quarter; ; and (by) Second, 100(A) 2% to the General Partner holder(s) of the Class A Units, Pro Rata and (B) 98% to the Unitholdersholders 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 excess of the First Target Distribution over the Minimum Quarterly Distribution for Cumulative Class D Unit Arrearage, if any, existing with respect to such Quarter; (civ) ThirdFourth, (iA) 2% to the General Partner in accordance with its Percentage Interest; holder(s) of the Class A Units, Pro Rata and (iiB) 1398% to the holders of the Incentive Distribution RightsCommon Units and Class D Units, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (d) Fourth, (i) to the General Partner in accordance with its Percentage Interest; (ii) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (e) Thereafter, (i) to the General Partner in accordance with its Percentage Interest; (ii) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (iii) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e); provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e).

Distributions of Available Cash From Operating Surplus. (a) During Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section Sections 6.3 or 6.5 shall, subject to Section 6.5 shall 51 of the Xxxxxxxx Islands Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional other Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, until there has been distributed in respect of each Common Unit NYC:103990_15.DOC then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; Rights and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 6.5 shall 17-607 of the Delaware Act, be distributed as follows, except as otherwise contemplated required by Section 5.6(b) in respect of additional Partnership Interests Securities issued pursuant thereto (including pursuant to Article V with respect to the Preferred Units):thereto: (ai) First, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner and the Unitholders, Pro RataPartner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, 10098% to the Unitholders holding Common Units, Pro Rata, and 2% to the General Partner Partner, 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, 98% to the Unitholders holding Subordinated Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (i) 85% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (c)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (i) 75% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (d)General Partner, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (i) 50% to the General Partner in accordance with its Percentage Interest; (ii) all Unitholders, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iii) 2% to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (i) and (ii) of this clause (e)General Partner; provided, however, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).

Distributions of Available Cash From Operating Surplus. (a) During the Subordination Period. Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) required in respect of additional Partnership Interests or Derivative Partnership Interests issued pursuant thereto (including pursuant to Article V with respect to the Preferred UnitsSection 5.6(b): (ai) First, 100% (A) to the General Partner in accordance with its Percentage Interest and (B) to the UnitholdersUnitholders holding Class A Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Class A Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (bii) Second, (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholders holding Class A Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Class A Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter; (iii) Third, (A) to the General Partner in accordance with its Percentage Interest and (B) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter; (iv) Fourth, to the General Partner and the all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter; (cv) ThirdFifth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 13% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (cv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter; (dvi) FourthSixth, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 23% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (dvi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and (evii) Thereafter, (iA) to the General Partner in accordance with its Percentage Interest; , (iiB) 48% to the holders of the Incentive Distribution Rights, Pro Rata; , and (iiiC) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (iA) and (iiB) of this clause (evii); provided, however, that if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(e6.4(a)(vii).