Common use of Priority Allocations Clause in Contracts

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; year and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 5.12 or Section 12.4) with respect to a Unit (other than a Convertible Class B Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. (C) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Convertible Class B Units, and each taxable period of the Partnership thereafter, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Convertible Class B Units outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit. (D) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Subordinated Class C Units, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Subordinated Class C Units to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit. (E) With respect to any taxable period of the Partnership ending upon, or after, a Convertible Class B Conversion Date or a Subordinated Class C Conversion Date, as applicable, and after the application of Section 6.1(d)(iii)(A), (B), (C) and (D), Net Income or Net Loss for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to a Common Unit converted from a Convertible Class B Unit or a Common Unit converted from a Subordinated Class C Unit, as applicable, that is outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than a Series A Preferred Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aax) the quotient determined by dividing (xaa) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (ybb) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bby) the total amount allocated in clause (1) above with respect to such Excess Distribution; provided, however, this Section 6.1(d)(iii)(A) shall not apply to any Excess Distribution in respect to or measured by a distribution with respect to a Preferred Unit and shall not apply to the extent distributions are not made with respect to a Class A Deemed Warrant Unit with respect to any Record Date prior to the Vesting Date of such Class A Deemed Warrant Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aax) an amount equal to the quotient determined by dividing (xaa) the General Partner’s Percentage Interest by (ybb) the sum of 100 less the General Partner’s Percentage Interest times (bby) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.414.3 or 14.4) to any Limited Partner holding Common Units with respect to a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Common Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Common Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect amount equal to the Excess Distribution product of (aa) the amount by which the distribution (on a per Unit basis) to such Limited Partners holding Common Units exceeds the distribution (on a per Unit basis) to the Limited Partner holding Common Units receiving the smallest distribution and (bb) the number of Units owned by the Limited Partners holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to the sum of the amounts allocated in clause (1) above multiplied by the Percentage Interest of its General Partner Interest, divided by 100% less the Percentage Interest of the General Partner Interest. Second, gross income for the taxable period shall be allocated 100% to the Limited Partners holding Senior Units, Pro Rata, until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to the Limited Partners holding Senior Units, Pro Rata, under this Section 6.1(d)(iii)(Aparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal cash distributed to the product obtained by multiplying (aaLimited Partners holding Senior Units, Pro Rata, pursuant to Sections 5.4 and 5.5(a) for the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) current and all previous taxable periods. All or a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution RightsSpecial Limited Partners, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to Special Limited Partners, Pro Rata, under this Section 6.1(d)(iii)(Bparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made cash distributed to the holders of Incentive Distribution Rights Special Limited Partners, Pro Rata, from the Initial Closing Date to a date 45 days after through the end of the current such taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder holding Common Units with respect to its Common Units for a taxable year is greater (on a per Common Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Common Units (on a per Common Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder holding Common Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Common Unit basis) to such Unitholder holding Common Units exceeds the distribution (on a per Common Unit basis) to the Unitholders holding Common Units receiving the smallest distribution and (bb) the number of Common Units owned by the Excess DistributionUnitholder holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to 2/98ths of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; year and (2) to the General Partner in an amount equal to the product 2/98ths of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. (C) After the application of Section 6.1(d)(iii)(A) and Section 6.1(d)(iii)(B), all or any portion of the remaining items of Partnership income or gain for the taxable period, if any, shall be allocated (1) to the Unitholders holding Class B Units, Pro Rata, until the aggregate amount of such items allocated to the holders of Class B Units pursuant to this Section 6.1(d)(iii)(C) for the current taxable year and all previous taxable years is equal to the cumulative amount of all distributions of Available Cash made to the holders of Class B Units during the periods such holders of Class B Units are not allocated any items of income, gain, loss or deduction pursuant to Section 6.1(a) or Section 6.1(b) with respect to their Class B Units; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than a Series A Preferred Unit, a Series C Preferred Unit, a Series D Preferred Unit or a Series E Preferred Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit, a Series C Preferred Unit, a Series D Preferred Unit or a Series E Preferred Unit) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of distributed to any property distributed (except cash or property distributed pursuant to Section 12.4) Trust Unitholder with respect to its Trust Units for any Allocation Year is greater (on a per Trust Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to any other Trust Unitholder with respect to another its Trust Units (on a per Trust Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Trust Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A3(b)(iii)(A) for the current taxable period Allocation Year and all previous taxable periods Allocation Years to such Trust Unitholder is equal to the amount product of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined amount by dividing which the distribution (xon a per Trust Unit basis) to such Trust Unitholder exceeds the General Partner’s Percentage Interest at distribution (on a per Trust Unit basis) to the time when Trust Unitholders receiving the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times smallest distribution and (bb) the total amount allocated in clause (1) above number of Trust Units with respect to which such Excess DistributionTrust Unitholder receives the greater distribution. In the event and to the extent that the allocations required by this Section 3(b)(iii)(A), cannot be made due to an insufficiency of income or gain available for allocation hereunder, such unfulfilled allocations shall be treated as being required pursuant to this Section 3(b)(iii)(A) in the next succeeding Allocation Year (and thereafter until made). (B) After the application of Section 6.1(d)(iii)(A3(b)(iii)(A), all or any portion of the remaining items of Partnership gross income or and gain for the taxable periodAllocation Year, if any, shall be allocated (1) to the holders holder of the Incentive Distribution Rights, Pro Rata, Right until the aggregate amount of such items allocated to the holders holder of the Incentive Distribution Rights Right pursuant to this Section 6.1(d)(iii)(B3(b)(iii)(B) for the current taxable period Allocation Year and all previous taxable periods Allocation Years is equal to the cumulative amount of all Incentive Distributions made to the holders holder of the Incentive Distribution Rights Right from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) aboveAllocation Year.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest percentage interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) A. If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) B. After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; year and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; , and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; , and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If At any time following the Distribution Reserve Period Termination Date, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to holders of Class B Units with respect to the Class B Units) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Class B Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this paragraph Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except (x) for the difference resulting from the application of Section 5.10(b)(ii) of the Seventh Amended and Restated Agreement to the Quarter commencing on April 1, 2015 or the Quarter commencing on January 1, 2015, (y) for any difference resulting from the application of Section 5.08(b)(ii) of the Seventh Amended and Restated Agreement to the Quarter commencing on January 1, 2015 or the Quarter commencing on October 1, 2014, or (z) cash or property distributed or deemed distributed pursuant to Section 12.4) to any class of Unitholder with respect to its Units (other than to the Series B Preferred Unitholders with respect to the Series B Preferred Units) for a taxable period is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than the class of Unitholders holding Series B Preferred Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis) for such taxable period, then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than the class of Unitholders holding Series B Preferred Units) receiving the Excess Distributionsmallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs greater cash or property distribution occurs, by (y) a percentage equal to the sum of 100% less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A)Second, all or any portion of the remaining items of Partnership gross income or and gain for the taxable period, if any, period shall be allocated (1) to the General Partner until the aggregate amount so allocated pursuant to this sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of an amount equal to the product of (x) the quotient determined by dividing (aa) the General Partner’s Percentage Interest by (bb) 100% less the General Partner’s Percentage Interest, times (y) the amount that has been distributed to the holders of Common Units and (2) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionmultiplied by the Percentage Interest of its General Partner Interest, divided by 100% less the Percentage Interest of its General Partner Interest. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Initial Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) aboveyear.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4Sections 14.3 or 14.4) with respect to any Limited Partner holding Units (other than a Series 1 Preferred Unit) during a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units (other than (i) Series 1 Preferred Units or (ii) I-Units (on a per Unit basis)) (the amount of the excess, an “Excess Distribution” ”) and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A5.1(d)(i)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, after the application of Sections 5.1(d)(i)(A) and (B), all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then Outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the product Per Unit Capital Account for a Class A Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the change of all Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6. (aaD) With respect to any taxable period of the Partnership ending upon, or after, a Series 1 Preferred Unit Conversion Date, and after the application of Sections 5.1(d)(i)(A), (B), and (C), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding a Class A Common Unit converted from a Series 1 Preferred Unit until each such Partner has been allocated an amount equal of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Series 1 Preferred Unit to equal, as closely as possible, the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovePer Unit Capital Amount for a then Outstanding Class A Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Subordinated Class B Units, but only in cases where allocations have not previously been made under Section 6.1(d)(x)(B)) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than the class of Unitholders holding Subordinated Class B Units, but only in cases where allocations have not previously been made under Section 6.1(d)(x)(B)) receiving the Excess Distributionsmallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to 2/98ths of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) aboveyear.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times and (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.412.4 or with respect to Series A Preferred Units) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A) and Section 6.1(d)(xi)(A) and (B), if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Common Unitholder or Class A Unitholder with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed to the Class B Unitholders with respect to their Class B Units (on a per Unit basis), then gross income in an amount equal to the product of 60%, multiplied by the aggregate amount of such distribution shall be allocated to the holders of Common Units and Class A Units, Pro Rata. (C) After the application of Section 6.1(d)(iii)(A) and (B), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2provided, however, that this Section 6.1(d)(iii)(A) the General Partner shall be allocated gross income and gain with respect not apply to each such any Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distributionor measured by a distribution to a Class A Preferred Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of obtained by multiplying (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 100% less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit other than a Series B Subordinated Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated items of gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unitholders receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. For purposes of applying the provisions of this Section 6.1(d)(iii)(A), each Unitholder acquiring Senior Subordinated Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Units in an amount equal to the product of (i) the total number of Senior Subordinated Units so acquired by such Unitholder, multiplied by (ii) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Units and each Unitholder acquiring Senior Subordinated Series B Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Series B Units in an amount equal to the product of (i) the total number of Senior Subordinated Series B Units so acquired by such Unitholder, multiplied by (ii) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Series B Units. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any class of Unitholder with respect to its Units during a taxable period is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed any other class of Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis) on such taxable period, then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution multiplied by (bb) the number of the Excess DistributionUnits in respect of which such greater distribution was made; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to 1/98th of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit for the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 100% less the General Partner’s Percentage Interest times multiplied by (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner Manager shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General PartnerManager’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General PartnerManager’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership Company gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner Manager an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General PartnerManager’s Percentage Interest by (y) the sum of 100 percent less the General PartnerManager’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A6.1 (d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A6.1 (d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B6.1 (d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Xxxxxxxxxxxx Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 a percentage equal to 100% less the General Partner’s Percentage Interest times (bb) the sum of the amounts total amount allocated in clause (1) above. (C) Until the Capital Account balance of the Liquidation Units is equal to zero, in each year that the Liquidation Units have a positive Capital Account balance, an item of deduction (determined by the General Partner) shall be allocated to the holders of Liquidation Units in an amount up to 5% of the Capital Account balance of the Liquidation Units immediately after the Xxxxxxxxxxxx Closing Date and the allocation of any Net Termination Loss upon the Xxxxxxxxxxxx Closing Date pursuant to Section 6.1(c)(ii)(A).

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Limited Partner Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Limited Partner Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Limited Partner Unit basis) to such Unitholder exceeds the distribution (on a per Limited Partner Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Limited Partner Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If At any time following the Distribution Reserve Period Termination Date, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to holders of Class B Units with respect to the Class B Units) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Class B Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this paragraph Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s 's Percentage Interest by (y) the sum of 100 less the General Partner’s 's Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2provided, however, that this Section 6.1(d)(iii)(A) the General Partner shall be allocated gross income and gain with respect not apply to each such any Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distributionor measured by a distribution to a Preferred Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.412.4 or with respect to Series A Preferred Units) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4Sections 14.3 or 14.4) with respect to any Limited Partner holding Units (other than a Series 1 Preferred Unit, a Class D Unit exceeds or an Incentive Distribution Unit) during a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units (other than (i) Series 1 Preferred Units, (ii) Class D Units, (iii) I-Units (on a per Unit basis) or (iv) Incentive Distribution Units) (the amount of the excess, an “Excess Distribution” ”) and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A5.1(d)(i)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, after the application of Sections 5.1(d)(i)(A) and (B), all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then Outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the product Per Unit Capital Account for a Class A Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the change of all Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6. (aaD) With respect to any taxable period of the Partnership ending upon, or after, a Series 1 Preferred Unit Conversion Date, and after the application of Sections 5.1(d)(i)(A), (B), and (C), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding a Class A Common Unit converted from a Series 1 Preferred Unit until each such Partner has been allocated an amount equal of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Series 1 Preferred Unit to equal, as closely as possible, the quotient determined by dividing Per Unit Capital Amount for a then Outstanding Class A Common Unit. (xE) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum With respect to any taxable period of the amounts Partnership ending upon, or after, a Class D Unit Conversion Date or a Class D Unit Redemption Date, and after the application of Sections 5.1(d)(i)(A), (B), (C) and (D), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated in clause (1) above100% to each Partner holding a Class A Common Unit converted from a Class D Unit until each such Partner has been allocated an amount of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Class D Unit to equal, as closely as possible, the Per Unit Capital Amount for a then Outstanding Class A Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit for the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times multiplied by (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4Sections 14.3 or 14.4) with respect to any Limited Partner holding Units (other than a Series 1 Preferred Unit, a Class D Unit, a Class E Unit exceeds or an Incentive Distribution Unit) during a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units (other than (i) Series 1 Preferred Units, (ii) Class D Units, (iii) Class E Units, (iv) I-Units (on a per Unit basis) or (v) Incentive Distribution Units) (the amount of the excess, an “Excess Distribution” ”) and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A5.1(d)(i)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, after the application of Sections 5.1(d)(i)(A) and (B), all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then Outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the product Per Unit Capital Account for a Class A Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the change of all Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6. (aaD) With respect to any taxable period of the Partnership ending upon, or after, a Series 1 Preferred Unit Conversion Date, and after the application of Sections 5.1(d)(i)(A), (B), and (C), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding a Class A Common Unit converted from a Series 1 Preferred Unit until each such Partner has been allocated an amount equal of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Series 1 Preferred Unit to equal, as closely as possible, the quotient determined by dividing Per Unit Capital Amount for a then Outstanding Class A Common Unit. (xE) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum With respect to any taxable period of the amounts Partnership ending upon, or after, a Class D Unit Conversion Date, a Class D Unit Redemption Date, a Class E Unit Conversion Date or a Class E Unit Redemption Date, and after the application of Sections 5.1(d)(i)(A), (B), (C) and (D), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated in clause (1) above100% to each Partner holding a Class A Common Unit converted from a Class D Unit or a Class E Unit, as applicable, until each such Partner has been allocated an amount of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Class D Unit or Class E Unit, as applicable, to equal, as closely as possible, the Per Unit Capital Amount for a then Outstanding Class A Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unit Unitholders receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 5.12 or Section 12.4) with respect to a Unit (other than a Convertible Class B Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. (C) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Convertible Class B Units, and each taxable period of the Partnership thereafter, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Convertible Class B Units outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit. (D) With respect to any taxable period of the Partnership ending upon, or after, a Convertible Class B Conversion Date, and after the application of Section 6.1(d)(iii)(A), (B), and (C), Net Income or Net Loss for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to a Common Unit converted from a Convertible Class B Unit that is outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4Sections 14.3 or 14.4) with respect to any Limited Partner holding Units during a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units other than I-Units or Class C Units prior to the Class C Unit Subordination Period (the amount of the excess, an “Excess Distribution” and the on a per Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (x) the amount by which the distribution (on a per Unit basis) to such Limited Partner holding Units exceeds the distribution (on a per Unit basis) to the Limited Partners holding Units other than I-Units or Class C Units prior to the Class C Subordination Period receiving the smallest distribution and (y) the number of Units held by the Excess DistributionLimited Partner holding Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, after the application of Sections 5.1(d)(i)(A) and (B), all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then Outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the Per Unit Capital Account for a Class A Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the change of all Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6. (D) At the election of the General Partner with respect to any taxable period of the Partnership ending upon, or after, a positive or negative adjustment to the Capital Accounts of the Partners pursuant to Section 4.6(d)(i) or Section 4.6(d)(ii) occurring after the issuance of the Class C Units, after the application of Sections 5.1(d)(i)(A)-(C), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding Class C Units or converted Class C Units that are Outstanding as of such time in the proportion of the number of Class C Units or converted Class C Units held by such Partner to the total number of Class C Units and converted Class C Units then Outstanding, until each such Partner has been allocated an amount of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class C Units or converted Class C Units to an amount equal to the product of (aaA) the number of Class C Units or converted Class C Units held by such Partner and (B) the Per Unit Capital Amount for a Class A Common Unit. (E) With respect to any taxable period of the Partnership ending upon, or after, a transfer of converted Class C Units to a Person which is not an Affiliate of the holder, after the application of Sections 5.1(d)(i)(A)-(D), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding converted Class C Units that are Outstanding as of such time in the proportion of the number of converted Class C Units transferred by such Partner, until each such Partner has been allocated an amount of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such converted Class C Units to an amount equal to the quotient determined by dividing product of (xA) the General Partner’s Percentage Interest number of converted Class C Units held by such Partner and (yB) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovePer Unit Capital Amount for a Class A Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders with respect to the Series A Preferred Units, the Series B Preferred Units, and the Series C Preferred Units, respectively) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the Series A Preferred Unitholders, the Series B Preferred Unitholders, and the Series C Preferred Unitholders) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than to the Unitholders holding Series A Preferred Units, Series B Preferred Units, or Series C Preferred Units) receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) Items of Partnership gross income or gain, if any, for any taxable period or portion thereof beginning on or after January 1, 2016 and ending on the Actual Conversion Date shall be allocated to each Unitholder holding Common Units in an amount equal to the aggregate amount of distributions made to such Unitholder on or after January 1, 2016 and prior to the Actual Conversion Date. (B) After application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain, if any, for any taxable period (or portion thereof) beginning on or after January 1, 2016 and ending on the Actual Conversion Date shall be allocated to each Unitholder holding Class B Units in an aggregate amount equal to the product of (x) the additional number of Converted Class B Units such Unitholder would be entitled to receive as a result of the increase in the Class B Conversion Value on such Class B Accrual Date and (y) the Closing Price of the Common Units on such Class B Accrual Date for each Class B Accrual Date occurring during such taxable period or portion thereof; provided that items of gross income and gain shall not be allocated pursuant to this Section 6.1(d)(iii)(B) to the extent such allocation would cause a Unitholder holding Class B Units to be allocated Partnership net taxable income for such taxable period in excess of zero (0). If an allocation of gross income or gain to a Unitholder holding Class B Units is subject to the limitation set forth in the proviso of the immediately preceding sentence (the amount so limited being a “Class B Allocation Deficit Amount”), then, for all taxable periods ending on or prior to December 31, 2017, in addition to any allocation of gross income or gain such Unitholder is entitled to receive pursuant to the first sentence of this Section 6.1(d)(iii)(B), such Unitholder shall be allocated gross income and gain in subsequent taxable periods in an amount equal to the Class B Allocation Deficit Amount (again subject to the limitation set forth in the proviso of the immediately preceding sentence with respect to such subsequent taxable period). (C) At any time following the Distribution Reserve Period Termination Date, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to holders of Class B Units with respect to the Class B Units) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Class B Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then then, after application of Sections 6.1(d)(iii)(A) and 6.1(d)(iii)(B), (1) there each Unitholder receiving such greater cash or property distribution shall be allocated any remaining items of gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated any remaining items of gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (BD) After the application of Section Sections 6.1(d)(iii)(A), 6.1(d)(iii)(B) and 6.1(d)(iii)(C), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this paragraph Section 6.1(d)(iii)(B6.1(d)(iii)(D) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If At any time following the Distribution Reserve Period Termination Date, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.414.3 or 14.4) to any Limited Partner holding Common Units with respect to a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Common Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Common Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect amount equal to the Excess Distribution product of (aa) the amount by which the distribution (on a per Unit basis) to such Limited Partners holding Common Units exceeds the distribution (on a per Unit basis) to the Limited Partner holding Common Units receiving the smallest distribution and (bb) the number of Units owned by the Limited Partners holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to the sum of the amounts allocated in clause (1) above multiplied by the Percentage Interest of its General Partner Interest, divided by 100% less the Percentage Interest of the General Partner Interest. Second, gross income for the taxable period shall be allocated 100% to the Limited Partners holding Senior Units, Pro Rata, until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to the Limited Partners holding Senior Units, Pro Rata, under this Section 6.1(d)(iii)(Aparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal cash distributed to the product obtained by multiplying (aaLimited Partners holding Senior Units, Pro Rata, pursuant to Sections 5.4(a) and 5.5(a) for the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) current and all previous taxable periods. All or a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution RightsSpecial Limited Partners, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to Special Limited Partners, Pro Rata, under this Section 6.1(d)(iii)(Bparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made cash distributed to the holders of Incentive Distribution Rights Special Limited Partners, Pro Rata, from the Closing Date to a date 45 days after through the end of the current such taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with HI-CRUSH PARTNERS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution; provided, however, that no allocation of gross income or gain shall be made pursuant to this Section 6.1(d)(iii)(A) or any other provision of this Agreement with respect to distributions made pursuant to Section 6.10. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution RightsIDR Holders, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights IDR Holders pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights IDR Holders from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; , and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; , and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.414.3 or 14.4) with respect to any Limited Partner holding Units during a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units other than I-Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (x) the amount by which the distribution (on a per Unit basis) to such Limited Partner holding Units exceeds the distribution (on a per Unit basis) to the Limited Partners holding Units other than I-Units receiving the smallest distribution and (y) the number of Units held by the Excess DistributionLimited Partner holding Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the product Capital Account, stated on a per Unit basis, underlying any Class A Common Unit Outstanding at the time of (aa) an amount equal determination. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum change of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) aboveall Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income income, gain and gain Simulated Gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income income, gain and gain with respect to each such Excess Distribution Simulated Gain in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distribution). (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or income, gain and Simulated Gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s 's Percentage Interest by (y) the sum of 100 less the General Partner’s 's Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above).

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than the Series A Preferred Units) for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (other than the Series A Preferred Units) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A6.1 (d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A6.1 (d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B6.1 (d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Xxxxxxxxxxxx Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.dividing

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than a Series A Preferred Unit or a Series C Preferred Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit or a Series C Preferred Unit) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Limited Partner Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Limited Partner Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Limited Partner Unit basis) to such Unitholder exceeds the distribution (on a per Limited Partner Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Limited Partner Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above above; provided however, that prior to the Conversion Date, this Section 6.1(d)(iii)(A) shall not apply with respect to such Excess Distributionany discrepancy between the amount of cash or the Net Agreed Value of property distributed in respect of the Common Units and Subordinated Units on the one hand and the Class B Units on the other hand. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.412.4 or with respect to Series A Preferred Units) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A) and Section 6.1(d)(xi)(A) and (B), if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Common Unitholder or Class A Unitholder with respect to its Units for a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed to the Class B Unitholders with respect to their Class B Units (on a per Unit basis), then gross income in an amount equal to the product of 60%, multiplied by the aggregate amount of such distribution shall be allocated to the holders of Common Units and Class A Units, Pro Rata. (C) After the application of Section 6.1(d)(iii)(A) and (B), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any class of Unitholders with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than the class of Unitholders holding Senior Subordinated Series C Units, but only in cases where allocations have not previously been made under Section 6.1(d)(ix)(D)) with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated items of gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unitholders (other than the class of Unitholders holding Senior Subordinated Series C Units, but only in cases where allocations have not previously been made under Section 6.1(d)(ix)(D)) receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. For purposes of applying the provisions of clause (1) (but not clause (2)) of the preceding sentence, (X) each Unitholder acquiring Senior Subordinated Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Units in an amount equal to the product of (a) the total number of Senior Subordinated Units so acquired by such Unitholder, multiplied by (b) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Units and (Y) each Unitholder acquiring Senior Subordinated Series B Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Series B Units in an amount equal to the product of (a) the total number of Senior Subordinated Series B Units so acquired by such Unitholder, multiplied by (b) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Series B Units. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Common Units and Subordinated Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per-Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per-Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per-Unit basis) to such Unitholder exceeds the distribution (on a per-Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.and

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.. PBF LOGISTICS LP FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2. For the avoidance of doubt, this Section 6.1(d)(iii) the General Partner shall be allocated gross income and gain not apply with respect to each such Excess Distribution in an amount equal any disparity between a distribution to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal Unit compared to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect a distribution to such Excess Distributiona TexNew Mex Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all WESTERN REFINING LOGISTICS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2provided, however, that this Section 6.1(d)(iii) the General Partner shall be allocated gross income and gain with respect not apply to each such an Excess Distribution in an amount equal measured against a Class B Unit to the product obtained by multiplying (aa) extent the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal Class B Unit is not entitiled to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated participate in clause (1) above with respect to such Excess Distributiondistribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed or deemed distributed pursuant to Section 12.4) to any class of Unitholder with respect to its Units (other than to the Series B Unitholders with respect to the Series B Preferred Units and Series C Unitholders with respect to the Series C Preferred Units) for a taxable period is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than the class of Unitholders holding Series B Preferred Units or Series C Preferred Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis) for such taxable period, then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income in an amount equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than the class of Unitholders holding Series B Preferred Units and gain to each Unitholder receiving an Excess Distribution Series C Unitholders with respect to the Excess Distribution Unit until Series C Preferred Units) receiving the aggregate amount smallest distribution and (bb) the number of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for Units owned by the current taxable period and all previous taxable periods is equal to Unitholder receiving the amount of the Excess Distributiongreater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs greater cash or property distribution occurs, by (y) a percentage equal to the sum of 100% less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A)Second, all or any portion of the remaining items of Partnership gross income or and gain for the taxable period, if any, period shall be allocated (1) to the General Partner until the aggregate amount so allocated pursuant to this sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of an amount equal to the product of (x) the quotient determined by dividing (aa) the General Partner’s Percentage Interest by (bb) 100% less the General Partner’s Percentage Interest, times (y) the amount that has been distributed to the holders of Common Units and (2) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 forty-five (45) days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to the Series A Preferred Unitholders and the Series B Preferred Unitholders with respect to the Series A Preferred Units and the Series B Preferred Units, respectively) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the Series A Preferred Unitholders and the Series B Preferred Unitholders) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than to the Unitholders holding Series A Preferred Units or Series B Preferred Units) receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross CHESAPEAKE MIDSTREAM PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. ‌ (A) Items of Partnership gross income or gain, if any, for any taxable period or portion thereof beginning on or after January 1, 2016 and ending on the Actual Conversion Date shall be allocated to each Unitholder holding Common Units in an amount equal to the aggregate amount of distributions made to such Unitholder on or after January 1, 2016 and prior to the Actual Conversion Date. (B) After application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain, if any, for any taxable period (or portion thereof) beginning on or after January 1, 2016 and ending on the Actual Conversion Date shall be allocated to each Unitholder holding Class B Units in an aggregate amount equal to the product of (x) the additional number of Converted Class B Units such Unitholder would be entitled to receive as a result of the increase in the Class B Conversion Value on such Class B Accrual Date and (y) the Closing Price of the Common Units on such Class B Accrual Date for each Class B Accrual Date occurring during such taxable period or portion thereof; provided that items of gross income and gain shall not be allocated pursuant to this Section 6.1(d)(iii)(B) to the extent such allocation would cause a Unitholder holding Class B Units to be allocated Partnership net taxable income for such taxable period in excess of zero (0). If an allocation of gross income or gain to a Unitholder holding Class B Units is subject to the limitation set forth in the proviso of the immediately preceding sentence (the amount so limited being a “Class B Allocation Deficit Amount”), then, for all taxable periods ending on or prior to December 31, 2017, in addition to any allocation of gross income or gain such Unitholder is entitled to receive pursuant to the first sentence of this Section 6.1(d)(iii)(B), such Unitholder shall be allocated gross income and gain in subsequent taxable periods in an amount equal to the Class B Allocation Deficit Amount (again subject to the limitation set forth in the proviso of the immediately preceding sentence with respect to such subsequent taxable period). (C) At any time following the Distribution Reserve Period Termination Date, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units (other than to holders of Class B Units with respect to the Class B Units) for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders (other than the class of Unitholders holding Class B Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then then, after application of Sections 6.1(d)(iii)(A) and 6.1(d)(iii)(B), (1) there each Unitholder receiving such greater cash or property distribution shall be allocated any remaining items of gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated any remaining items of gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (BD) After the application of Section Sections 6.1(d)(iii)(A), 6.1(d)(iii)(B) and 6.1(d)(iii)(C), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this paragraph Section 6.1(d)(iii)(B6.1(d)(iii)(D) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.414.3 or 14.4) to any Limited Partner holding Common Units with respect to a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Common Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Common Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect amount equal to the Excess Distribution product of (aa) the amount by which the distribution (on a per Unit basis) to such Limited Partners holding Common Units exceeds the distribution (on a per Unit basis) to the Limited Partner holding Common Units receiving the smallest distribution and (bb) the number of Units owned by the Limited Partners holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to the sum of the amounts allocated in clause (1) above multiplied by the Percentage Interest of its General Partner Interest, divided by 100% less the Percentage Interest of the General Partner Interest. Second, gross income for the taxable period shall be allocated 100% to the Limited Partners holding Senior Units, Pro Rata, until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to the Limited Partners holding Senior Units, Pro Rata, under this Section 6.1(d)(iii)(Aparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal cash distributed to the product obtained by multiplying (aaLimited Partners holding Senior Units, Pro Rata, pursuant to Sections 5.4 and 5.5(a) for the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) current and all previous taxable periods. All or a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution RightsSpecial Limited Partners, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to Special Limited Partners, Pro Rata, under this Section 6.1(d)(iii)(Bparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made cash distributed to the holders of Incentive Distribution Rights Special Limited Partners, Pro Rata, from the Closing Date to a date 45 days after through the end of the current such taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A6.1(d) (iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed or deemed distributed pursuant to Section 12.4) to any class of Unitholder with respect to its Units (other than to the Series A Preferred Unitholders with respect to the Series A Preferred Units) for a taxable period is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than the class of Unitholders holding Series A Preferred Units) with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis) for such taxable period, then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders (other than the class of Unitholders holding Series A Preferred Units) receiving the Excess Distributionsmallest distribution and (bb) the number of Units owned by the Unitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs greater cash or property distribution occurs, by (y) a percentage equal to the sum of 100% less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A)Second, all or any portion of the remaining items of Partnership gross income or and gain for the taxable period, if any, period shall be allocated (1) to the General Partner until the aggregate amount so allocated pursuant to this sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of an amount equal to the product of (x) the quotient determined by dividing (aa) the General Partner’s Percentage Interest by (bb) 100% less the General Partner’s Percentage Interest, times (y) the amount that has been distributed to the holders of Common Units and (2) 100% to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 5.12 or Section 12.4) with respect to a Unit (other than a Convertible Class B Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. ACCESS MIDSTREAM PARTNERS, L.P. COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP (C) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Convertible Class B Units, and each taxable period of the Partnership thereafter, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Convertible Class B Units outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit. (D) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Subordinated Class C Units, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Subordinated Class C Units to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit. (E) With respect to any taxable period of the Partnership ending upon, or after, a Convertible Class B Conversion Date or a Subordinated Class C Conversion Date, as applicable, and after the application of Section 6.1(d)(iii)(A), (B), (C) and (D), Net Income or Net Loss for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to a Common Unit converted from a Convertible Class B Unit or a Common Unit converted from a Subordinated Class C Unit, as applicable, that is outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s 's Percentage Interest by (y) the sum of 100 less the General Partner’s 's Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.412.4 or with respect to the Series A Preferred Units) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (xi) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (yii) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (xi) the General Partner’s Percentage Interest by (yii) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 60 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Contribution Agreement Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (a) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (b) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aaa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bbb) the total amount sum of the amounts allocated in clause (1) above with respect above. This Section 6.1(d)(iii)(A) shall not apply to such Excess Distributionthe Class E Units and the Class K Units. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. (C) After the application of Section 6.1(d)(iii)(B), all or any portion of the remaining items of Partnership gross income or gain for the taxable year, if any, shall be allocated to the holders of Class E Units, Pro Rata, until the aggregate amount of such items allocated to the holders of the Class E Units pursuant to this Section 6.1(d)(iii)(C) for the current taxable year and all previous taxable years ending on or after January 1, 2013 is equal to the cumulative amount of all distributions made to the holders of Class E Units pursuant to Section 6.3(e) from January 1, 2013 to a date 45 days after the end of the current taxable year.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above. (g) Section 6.4 is hereby amended in its entirety to read as follows:

Priority Allocations. (A) If Except with respect to distributions pursuant to Section 12.4, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution each Unit receiving such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the amount of by which the Excess Distributiondistribution (on a per Unit basis) to such Unit exceeds the distribution (on a per Unit basis) to the Unit receiving the smallest distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with SUNCOKE ENERGY PARTNERS, L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying of (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times multiplied by (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 100% less the General Partner’s Percentage Interest times Interest, multiplied by (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (xi) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (yii) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (xi) the General Partner’s Percentage Interest by (yii) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any class of Unitholders with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than (i) the class of Unitholders holding Senior Subordinated Series C Units, but only in cases where allocations have not previously been made under Section 6.1(d)(ix)(C) and (ii) the class of Unitholders holding Senior Subordinated Series D Units, but only in cases where allocations have not previously been made under 6.1(d)(ix)(E)) with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated items of gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unitholders (other than (i) the class of Unitholders holding Senior Subordinated Series C Units, but only in cases where allocations have not previously been made under Section 6.1(d)(ix)(C) and (ii) the class of Unitholders holding Senior Subordinated Series D Units, but only in cases where allocations have not previously been made under 6.1(d)(ix)(E)) receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. For purposes of applying the provisions of clause (1) (but not clause (2)) of the preceding sentence, each Unitholder acquiring Senior Subordinated Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Units in an amount equal to the product of (a) the total number of Senior Subordinated Units so acquired by such Unitholder, multiplied by (b) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Units. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Common Units and Subordinated Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution; provided, however, this Section 6.1(d)(iii)(A) shall not apply to any Excess Distribution in respect to or measured by a distribution to a Class A Preferred Unit and shall not apply to the extent distributions are not made with respect to a Deemed Warrant Unit with respect to any Record Date prior to the Vesting Date of such Deemed Warrant Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater cash or property distribution until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period year and all previous taxable periods years is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s 's Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distribution). (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s 's Percentage Interest by (y) the sum of 100 less the General Partner’s 's Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above).

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any class of Unitholders with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to any other class of Unitholders (other than the class of Unitholders holding Senior Subordinated Series C Units) with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated items of gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unitholders (other than the class of Unitholders holding Senior Subordinated Series C Units) receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. For purposes of applying the provisions of clause (1) (but not clause (2)) of the preceding sentence, (X) each Unitholder acquiring Senior Subordinated Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Units in an amount equal to the product of (a) the total number of Senior Subordinated Units so acquired by such Unitholder, multiplied by (b) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Units and (Y) each Unitholder acquiring Senior Subordinated Series B Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Series B Units in an amount equal to the product of (a) the total number of Senior Subordinated Series B Units so acquired by such Unitholder, multiplied by (b) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Series B Units. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Common Units and Subordinated Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than a Series A Preferred Unit, a Series C Preferred Unit, a Series D Preferred Unit or a Series E Preferred Unit) exceeds the amount 148 of cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit, a Series C Preferred Unit, a Series D Preferred Unit or a Series E Preferred Unit) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.412.4 or with respect to Series A Preferred Units) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit for the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this DOMINION MIDSTREAM PARTNERS, LP SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Section 6.1(d)(iii)(B6.1 (d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A6.1 (d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed or deemed distributed pursuant to Section 12.4) 5.5(a), with respect to Class B Units, or Section 12.4) to any Unitholder with respect to its Units for a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Unitholder receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the product of (aa) the amount by which the distribution (on a per Unit basis) to such Unitholder exceeds the distribution (on a per Unit basis) to the Unitholders receiving the smallest distribution and (bb) the number of Units owned by the Excess DistributionUnitholder receiving the greater distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% the sum of 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, greater cash or property distribution occurs times (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section paragraph 6.1(d)(iii)(B) for the current taxable period year and all previous taxable periods years is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable periodyear; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excessSUNCOKE ENERGY PARTNERS, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then L.P. FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying of (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times multiplied by (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 100% less the General Partner’s Percentage Interest times Interest, multiplied by (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.414.3 or 14.4) to any Limited Partner holding Common Units with respect to a taxable year is greater (on a per Unit exceeds basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Common Units (on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”basis), then (1) there each Limited Partner holding Common Units receiving such greater cash or property distribution shall be allocated gross income and gain to each Unitholder receiving in an Excess Distribution with respect amount equal to the Excess Distribution product of (aa) the amount by which the distribution (on a per Unit basis) to such Limited Partners holding Common Units exceeds the distribution (on a per Unit basis) to the Limited Partner holding Common Units receiving the smallest distribution and (bb) the number of Units owned by the Limited Partners holding Common Units receiving the greater distribution; and (2) the General Partner shall be allocated gross income in an aggregate amount equal to 1/99 of the sum of the amounts allocated in clause (1) above. Second, gross income for the taxable period shall be allocated 100% to the Limited Partners holding Senior Units, Pro Rata, until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to the Limited Partners holding Senior Units, Pro Rata, under this Section 6.1(d)(iii)(Aparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal cash distributed to the product obtained by multiplying (aaLimited Partners holding Senior Units, Pro Rata, pursuant to Sections 5.4(a) and 5.5(a) for the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) current and all previous taxable periods. All or a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution RightsSpecial Limited Partners, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to Special Limited Partners, Pro Rata, under this Section 6.1(d)(iii)(Bparagraph (iii) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made cash distributed to the holders of Incentive Distribution Rights Special Limited Partners, Pro Rata, from the Closing Date to a date 45 days after through the end of the current such taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4Sections 14.3 or 14.4) with respect to any Limited Partner holding Units (other than a Class D Unit, a Class E Unit, a Class F Unit exceeds or an Incentive Distribution Unit) during a taxable year is greater (on a per Unit basis) than the amount of cash or the Net Agreed Value of property distributed with respect to another the other Limited Partners holding Units (other than (i) Class D Units, (ii) Class E Units, (iii) Class F Units, (iv) I-Units (on a per Unit basis) or (v) Incentive Distribution Units) (the amount of the excess, an “Excess Distribution” ”) and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A5.1(d)(i)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to 2.04082% of the product obtained by multiplying (aa) sum of the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A5.1(d)(i)(A), all or any a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) 100% to the holders of Incentive Distribution Rights, Pro Rata, General Partner (or its assignee) until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights General Partner (or its assignee) pursuant to this Section 6.1(d)(iii)(Bparagraph (d)(i)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights General Partner (or its assignee) from the Closing Date to a date 45 days after the end of the current taxable period; and . (2C) to At the election of the General Partner with respect to any taxable period, after the application of Sections 5.1(d)(i)(A) and (B), all or a portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated to each Partner holding Class B Common Units, in the proportion that the respective number of Class B Common Units held by such Partner bears to the total number of Class B Common Units then Outstanding, until such Partner has been allocated an amount of gross income or gain which increases the Capital Account maintained with respect to such Class B Common Units to an amount such that the Capital Account attributable to each Class B Common Unit held by the Partner, on a per Unit basis, is equal to the product Per Unit Capital Account for a Class A Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Class B Common Units and the Capital Accounts underlying Class A Common Units immediately prior to the change of all Class A Common Units and Class B Common Units into Common Units pursuant to Section 5.6. (aaD) Reserved. (E) With respect to any taxable period of the Partnership ending upon, or after, a Class D Unit Conversion Date, a Class D Unit Redemption Date, a Class E Unit Conversion Date or a Class E Unit Redemption Date, and after the application of Sections 5.1(d)(i)(A), (B), (C) and (D), all or a portion of the remaining items of Partnership income, gain, loss or deduction for such taxable period shall be allocated 100% to each Partner holding a Class A Common Unit converted from a Class D Unit or a Class E Unit, as applicable, until each such Partner has been allocated an amount equal of income, gain, loss and deduction that increases or decreases, as the case may be, the Capital Account maintained with respect to such Class A Common Unit converted from a Class D Unit or Class E Unit, as applicable, to equal, as closely as possible, the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovePer Unit Capital Amount for a then Outstanding Class A Common Unit.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit for a taxable period exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit within the same taxable period (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit such greater distribution until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods pursuant to this clause (A) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Unitholders receiving the smallest distribution multiplied by (y) the number of the Excess DistributionUnits in respect of which such greater distribution was made; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an aggregate amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when in which the Excess Distribution greater cash or property distribution occurs by (y) a percentage equal to 100% 100 less the General Partner’s Percentage Interest at the time when in which the Excess Distribution occurs, times greater cash or property distribution occurs multiplied by (bb) the total amount sum of the amounts allocated in clause (1) above with respect to such Excess Distributionabove. (B) After the application of Section 6.1(d)(iii)(A)Second, all or any portion of the remaining items of Partnership gross income or and gain for the taxable period, if any, period shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an until the aggregate amount so allocated pursuant to this sentence for the current taxable period and all previous taxable periods is equal to the product cumulative amount of (aaall GP IDR-Related Distributions from the Closing Date to a date 45 days after the end of the current taxable period. Any partial allocation pursuant to this Section 6.1(d)(iii)(B) an amount equal shall be divided between the General Partner and the holders of Incentive Distribution Rights in proportion to their rights to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aax) the quotient determined by dividing (xaa) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (ybb) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bby) the total amount allocated in clause (1) above with respect to such Excess Distribution; provided, however, this Section 6.1(d)(iii)(A) shall not apply to any Excess Distribution in respect to or measured by a distribution with respect to a Preferred Unit and shall not apply to the extent distributions are not made with respect to a Deemed Warrant Unit with respect to any Record Date prior to the Vesting Date of such Deemed Warrant Unit. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aax) an amount equal to the quotient determined by dividing (xaa) the General Partner’s Percentage Interest by (ybb) the sum of 100 less the General Partner’s Percentage Interest times (bby) the sum of the amounts allocated in clause (1) above.

Priority Allocations. (A) If First, if the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) to any Unitholder with respect to its Units during any taxable period of the Partnership is greater on a per Unit exceeds basis than the amount of cash or the Net Agreed Value of property distributed to the other Unitholders with respect to another their Units on a per Unit (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”)basis in such taxable period, then (1) there shall be allocated items of gross income and gain to each Unitholder receiving an Excess Distribution with respect such greater distribution until the amount so allocated for the current taxable period and all previous taxable periods pursuant to this clause (1) is equal to (x) the amount by which the distribution on a per Unit basis to such Unitholder exceeds the distribution on a per Unit basis to the Excess Distribution Unitholders receiving the smallest distribution multiplied by (y) the number of Units in respect of which such greater distribution was made and (2) the General Partner shall be allocated income and gain in an aggregate amount equal to 2/98ths of the sum of the amounts allocated in clause (1) above. For purposes of applying the provisions of this Section 6.1(d)(iii)(A), each Unitholder acquiring Senior Subordinated Units at original issuance shall be deemed to have received a cash distribution in respect of such Senior Subordinated Units in an amount equal to the product of (i) the total number of Senior Subordinated Units so acquired by such Unitholder, multiplied by (ii) the difference between the Initial Unit Price and the Issue Price of the Senior Subordinated Units. (B) Second, income and gain for the taxable period shall be allocated (1) to the General Partner until the aggregate amount of such items so allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) sentence for the current taxable period and all previous taxable periods is equal to the amount that has been distributed to the General Partner Interest that is in excess of 2/98ths of the Excess Distribution; amount that has been distributed to the holders of Units and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items so allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) sentence for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights Distributions, in each case, from the Closing Date to a date 45 days after the end of the current taxable period; and (2. Any partial distribution pursuant to this Section 6.1(d)(iii)(B) to shall be divided between the General Partner an amount equal and the holders of Incentive Distribution Rights in proportion to their rights to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) abovetotal distribution that could then be made.

Priority Allocations. (A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 12.4) with respect to a Unit (other than a Series A Preferred Unit, a Series C Preferred Unit, or a Series D Preferred Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (other than a Series A Preferred Unit, a Series C Preferred Unit or a Series D Preferred Unit) (the amount of the excess, an “Excess Distribution” and the Unit with respect to which the greater distribution is paid, an “Excess Distribution Unit”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution. (B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the IPO Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.