Common use of Cash from Operations Clause in Contracts

Cash from Operations. 3 (a) Subject to Section 4.15(g)(i), Section 4.15(g)(ii) and Section 4.19(c), Available Cash with respect to any calendar quarter that is deemed to be Cash from Operations pursuant to the provisions of Section 5.3 or 5.7 shall be distributed to the Partners or retained by the Partnership as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage existing with respect to such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the Minimum Quarterly Distribution; (iv) Fourth, 85% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 15% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution;3 (v) Fifth, 75% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 25% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the Second Target Distribution over the First Target Distribution; and3 (vi) Thereafter, 50% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 50% in respect of the General Partner’s Partnership Interest.3 The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the Series 1 Preferred Units, Class D Units, Class E Units and Common Units and retained by the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner’s Partnership Interest, except that the Partnership shall retain out of the amount to be distributed by the Partnership in respect of the General Partner’s Partnership Interest an amount equal to 2% of the quotient obtained by dividing (i) the Available Cash retained by the Partnership in respect of the I-Units pursuant to this Section 5.5(a) by (ii) 98%. (b) Notwithstanding anything in this Section 5.5 to the contrary, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to Section 5.9(a), then Available Cash that is deemed to be Cash from Operations with respect to any calendar quarter will be distributed or retained as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(i) for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. each Series 1 Preferred Unit an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage then existing with respect to such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(ii) for such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units and the I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until there has been distributed in respect of each Class A Common Unit issued in the Initial Offering and then Outstanding, pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and this Section 5.5, including this paragraph (b), Available Cash that is deemed to be Cash from Operations since Partnership Inception equal to the Minimum Quarterly Distribution (as from time to time adjusted) for all periods since Partnership Inception; and then (iv) Thereafter, in accordance with Sections 5.5(a)(i), 5.5(a)(ii) and 5.5(a)(vi).

Cash from Operations. 3 (a) Subject to Section 4.15(g)(i), Section 4.15(g)(ii) and Section 4.19(c), Available Cash with respect to any calendar quarter that is deemed to be Cash from Operations pursuant to the provisions of Section 5.3 or 5.7 shall be distributed to the Partners or retained by the Partnership as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage existing with respect to such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the Minimum Quarterly Distribution; (iv) Fourth, 85% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 15% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution;3Distribution; (v) Fifth, 75% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 25% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the Second Target Distribution over the First Target Distribution; and3and; (vi) Thereafter, 50% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 50% in respect of the General Partner’s Partnership Interest.3 Interest. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the Series 1 Preferred Units, Class D Units, Class E Units and Common Units and retained by the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner’s Partnership Interest, except that the Partnership shall retain out of the amount to be distributed by the Partnership in respect of the General Partner’s Partnership Interest an amount equal to 2% of the quotient obtained by dividing (i) the Available Cash retained by the Partnership in respect of the I-Units pursuant to this Section 5.5(a) by (ii) 98%. (b) Notwithstanding anything in this Section 5.5 to the contrary, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to Section 5.9(a), then Available Cash that is deemed to be Cash from Operations with respect to any calendar quarter will be distributed or retained as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(i) for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. each Series 1 Preferred Unit an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage then existing with respect to such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(ii) for such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units and the I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until there has been distributed in respect of each Class A Common Unit issued in the Initial Offering and then Outstanding, pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and this Section 5.5, including this paragraph (b), Available Cash that is deemed to be Cash from Operations since Partnership Inception equal to the Minimum Quarterly Distribution (as from time to time adjusted) for all periods since Partnership Inception; and then (iv) Thereafter, in accordance with Sections 5.5(a)(i), 5.5(a)(ii) and 5.5(a)(vi).

Cash from Operations. 3 (a) Subject to Section 4.15(g)(i), Section 4.15(g)(ii) and Section 4.19(c4.17(c), Available Cash with respect to any calendar quarter that is deemed to be Cash from Operations pursuant to the provisions of Section 5.3 or 5.7 shall be distributed to the Partners or retained by the Partnership as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage existing with respect to such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the Minimum Quarterly Distribution;; 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. (iv) Fourth, 85% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 15% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution;3 (v) Fifth, 75% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 25% in respect of the General Partner’s Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the Second Target Distribution over the First Target Distribution; and3 (vi) Thereafter, 50% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 50% in respect of the General Partner’s Partnership Interest.3 The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the Series 1 Preferred Units, Class D Units, Class E Units and Common Units and retained by the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner’s Partnership Interest, except that the Partnership shall retain out of the amount to be distributed by the Partnership in respect of the General Partner’s Partnership Interest an amount equal to 2% of the quotient obtained by dividing (i) the Available Cash retained by the Partnership in respect of the I-Units pursuant to this Section 5.5(a) by (ii) 98%. (b) Notwithstanding anything in this Section 5.5 to the contrary, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to Section 5.9(a), then Available Cash that is deemed to be Cash from Operations with respect to any calendar quarter will be distributed or retained as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(i) for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. each Series 1 Preferred Unit an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage then existing with respect to such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(ii) for such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units and the I-Units, Pro Rata, and 2% in respect of the General Partner’s Partnership Interest until there has been distributed in respect of each Class A Common Unit issued in the Initial Offering and then Outstanding, pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and this Section 5.5, including this paragraph (b), Available Cash that is deemed to be Cash from Operations since Partnership Inception equal to the Minimum Quarterly Distribution (as from time to time adjusted) for all periods since Partnership Inception; and then (iv) Thereafter, in accordance with Sections 5.5(a)(i), 5.5(a)(ii) and 5.5(a)(vi).

Cash from Operations. 3 (a) Subject to Section 4.15(g)(i), Section 4.15(g)(ii) and Section 4.19(c), Available Cash with respect to any calendar quarter that is deemed to be Cash from Operations pursuant to the provisions of Section 5.3 or 5.7 shall be distributed by the Partnership to the Partners or retained by the Partnership as follows: (ia) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage existing with respect to such calendar quarter; (iii) ThirdFIRST, 98% in respect of the Class D Units, Class E Units, Class A to all Limited Partners holding Common Units, Class B Common Units and I-Units, Pro Rata, and 2% in respect of to the General Partner’s Partnership Interest Partner until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the Minimum Quarterly Distribution; (ivb) FourthSECOND, 85% in respect of the Class D Units, Class E Units, Class A to all Limited Partners holding Common Units, Class B Common Units and I-Units, Pro Rata, and 15% in respect of to the General Partner’s Partnership Interest Partner until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution;3Distribution; (vc) FifthTHIRD, 75% in respect of the Class D Units, Class E Units, Class A to all Limited Partners holding Common Units, Class B Common Units and I-Units, Pro Rata, and 25% in respect of to the General Partner’s Partnership Interest Partner until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the Second Target Distribution over the First Target Distribution; and3and (vid) ThereafterFOURTH, 50% in respect of the Class D Units, Class E Units, Class A to all Limited Partners holding Common Units, Class B Common Units and I-Units, Pro Rata, and 50% in respect of to the General Partner’s ; PROVIDED, HOWEVER, that the Partnership Interest.3 The foregoing amounts may not make a distribution of Available Cash shall be distributed by the Partnership in respect of the Series 1 Preferred Units, Class D Units, Class E Units and to Limited Partners holding Common Units and retained by pursuant to this Section 5.5, unless at the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner’s Partnership Interestsame time that it makes such distribution, except that the Partnership shall retain out of the amount to be distributed by the Partnership in respect of the General Partner’s Partnership Interest each I-Unit then Outstanding an amount of Available Cash equal to 2% of the quotient obtained by dividing (i) the Available Cash retained by the Partnership in respect of the I-Units cash distribution then being made on a Common Unit pursuant to this Section 5.5(a) 5.5 by (ii) 98%. (b) Notwithstanding anything in this Section 5.5 to the contrary.98; and PROVIDED, FURTHER, that if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to Section 5.9(a5.9(a)(ii), then distributions of Available Cash that is deemed to be Cash from Operations with respect to any calendar quarter will be distributed or retained as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(i) for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. each Series 1 Preferred Unit an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage then existing with respect to such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(ii) for such calendar quarter; (iii) Third, made 98% in respect of the Class D Units, Class E Units, to all Limited Partners holding Class A Common Units and the I-Units, Pro Rata, and 2% in respect of to the General Partner’s Partnership Interest Partner until there has been distributed in respect of each Class A Common Unit issued in the Initial Offering and then Outstanding, pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and this Section 5.5, 5.5 including this paragraph (b)proviso, Available Cash that is deemed to be Cash from Operations since Partnership Inception equal to the Minimum Quarterly Distribution (as from time to time adjusted) for all periods since Partnership Inception; , and then (iv) Thereafter, thereafter in accordance with Sections 5.5(a)(i), 5.5(a)(ii) and 5.5(a)(viSection 5.5(d).

Cash from Operations. 3 (a) Subject to Section 4.15(g)(i), Section 4.15(g)(ii) and Section 4.19(c), Available Cash with respect to any calendar quarter that is deemed to be Cash from Operations pursuant to the provisions of Section 5.3 or 5.7 shall be distributed to the Partners or retained by the Partnership as follows: (ia) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit then Outstanding an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage existing with respect to such calendar quarter; (iii) ThirdFirst, 98% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 2% in respect of the General Partner’s 's Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the Minimum Quarterly Distribution; (ivb) FourthSecond, 85% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 15% in respect of the General Partner’s 's Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution;3Distribution; (vc) FifthThird, 75% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 25% in respect of the General Partner’s 's Partnership Interest until the Partnership has distributed or retained in respect of each Class D Unit, Class E Unit, Class A Common Unit, Class B Common Unit and I-Unit then Outstanding an amount of cash equal to the excess of the Second Target Distribution over the First Target Distribution; and3and (vid) ThereafterFourth, 50% in respect of the Class D Units, Class E Units, Class A Common Units, Class B Common Units and I-Units, Pro Rata, and 50% in respect of the General Partner’s Partnership Interest.3 The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the Series 1 Preferred Units, Class D Units, Class E Units and Common Units and retained by the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner’s 's Partnership Interest; 34 PROVIDED, except HOWEVER, that the Partnership shall retain out of the amount to be distributed by the Partnership in respect of the General Partner’s Partnership Interest an amount equal to 2% of the quotient obtained by dividing (i) the Available Cash retained by the Partnership in respect of the I-Units pursuant to this Section 5.5(a) by (ii) 98%. (b) Notwithstanding anything in this Section 5.5 to the contrary, if the Minimum Quarterly Distribution, the First Target Distribution and the Second Target Distribution have been reduced to zero pursuant to Section 5.9(a5.9(a)(ii), then Available Cash that is deemed to be Cash from Operations with respect to any calendar quarter will be distributed or retained as follows: (i) Subject to Section 4.13(g)(ii), first, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of each Series 1 Preferred Unit an amount of cash equal to the Series 1 Preferred Unit Distribution Rate for such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(i) for such calendar quarter; (ii) Subject to Section 4.13(g)(ii), second, 100% in respect of the Series 1 Preferred Units, Pro Rata, until there has been distributed in respect of 3 Pursuant to the Waiver, with respect to the calendar quarter ending on June 30, 2014 and each calendar quarter thereafter, the General Partner has irrevocably waived its right to receive distributions in excess of 2% under Section 5.5(a) in respect of its general partner interest in consideration of the issuance by the Partnership to the General Partner of 66,100,000 Class D Units and 1,000 Incentive Distribution Units. each Series 1 Preferred Unit an amount of cash equal to the Cumulative Series 1 Preferred Unit Arrearage then existing with respect to such calendar quarter, less any distributions received by such Series 1 Preferred Unit pursuant to Section 5.5(a)(ii) for such calendar quarter; (iii) Third, 98% in respect of the Class D Units, Class E Units, Class A Common Units and the I-Units, Pro Rata, and 2% in respect of the General Partner’s 's Partnership Interest until there has been distributed in respect of each Class A Common Unit issued in the Initial Offering and then Outstanding, pursuant to Section 5.4 of the Second Amended and Restated Agreement or any substantially similar provisions of any other Prior Agreements and this Section 5.5, 5.5 including this paragraph (b)proviso, Available Cash that is deemed to be Cash from Operations since Partnership Inception equal to the Minimum Quarterly Distribution (as from time to time adjusted) for all periods since Partnership Inception; , and then (iv) Thereafter, thereafter in accordance with Sections 5.5(a)(iSection 5.5(d). The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the Common Units and retained by the Partnership in respect of the I-Units. The foregoing amounts of Available Cash shall be distributed by the Partnership in respect of the General Partner's Partnership Interest, 5.5(a)(iiexcept that the Partnership shall retain out of such amounts an amount equal to 2% of the quotient obtained by dividing (i) and 5.5(a)(vi)the Available Cash retained by the Partnership in respect of the I-Units pursuant to this Section 5.5 by (ii) 98%.