Common use of Distributions; Priority Clause in Contracts

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of Managers, subject to Section 4.4, in the order and priority set forth below: (a) First, $240,779,400 to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (b) Second, until such time as the Class M Unitholders have received aggregate distributions pursuant to this Section 4.1(b) in the amount of $17,258,360: (i) 91.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 7% to the Class M Unitholders, pro rata in accordance with the respective number of Class M Units held by each such Unitholder immediately prior to such distribution. (c) Third, until such time as each Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, (i) 89.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (d) Fourth, if any Class N Units remain outstanding at the time of such distribution, $3,500,000 to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (e) Fifth, until such time as the Class O Unitholders have received aggregate distributions pursuant to this Section 4.1(e) and Section 4.1(c) in the amount of $13,500,000, (i) 89.28% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (f) Sixth, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital. (g) Seventh, until such time as each Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class MEP Unitholders pro rata in accordance with each such Unitholder’s Unreturned Class MEP Capital.

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of Managers, subject to Section 4.4, in the order and priority set forth below: (a) First, until such time as there have been $240,779,400 19,000,000 in aggregate distributions pursuant to this clause (a), 100.000000% to the SFRO Preferred Unitholders, pro rata in accordance with the respective number of SFRO Preferred Units held by each such Unitholder immediately prior to such distribution. (b) Second, until such time as there have been $191,500,000 in aggregate distributions pursuant to this clause (b), 100.000000% to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (bc) SecondThird, until such time as the Class M Unitholders there have received been $30,279,400 in aggregate distributions pursuant to this Section 4.1(b) in the amount of $17,258,360: clause (c): (i) 91.2889.000000% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; and (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (d) Fourth, until such time as there have been $259,220,600 in aggregate distributions pursuant to this clause (d): (i) 86.975780% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital; (ii) 5.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 70.304220% to the Class M Unitholders, pro rata in accordance with the respective number of Class M Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class M Unitholder but for such Class M Unitholder’s forfeiture of their Class M Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (ce) ThirdFifth, until such time as each Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, : (i) 89.2887.046630% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 90.233370% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class O Unitholder but for such Class O Unitholder’s forfeiture of their Class O Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (df) FourthSixth, if any Class N Units remain outstanding at the time of such distribution, until such time as there have been $3,500,000 in aggregate distributions pursuant to this clause (f), 100.000000% to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (eg) FifthSeventh, until such time as the Class O Unitholders there have received been $21,891,576 in aggregate distributions pursuant to this Section 4.1(e) and Section 4.1(c) in the amount of $13,500,000, clause (g): (i) 89.2887.046630% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 90.233370% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class O Unitholder but for such Class O Unitholder’s forfeiture of their Class O Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above. (fh) SixthEighth, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero, : (i) 1.7287.280000% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital; (ii) 5.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above; and (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution. (i) Ninth, and (ii) 98.28% the remainder to the Class A Unitholders, Class D Unitholders, Class E Unitholders, Class G Unitholders and Vested Class MEP Unitholders, divided as follows: (i) 75.280000% to the Class A Unitholders pro rata in accordance with the aggregate number of Class A Units held by each such Unitholder’s Unreturned Class A Capital.Unitholder immediately prior to such distribution; (gii) Seventh, until such time as each Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zero, (i) 1.725.000000% to the Class G D Unitholders, pro rata in accordance with the respective number of Class G D Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class MEP Unitholders pro rata in accordance with each such Unitholder’s Unreturned Class MEP Capital.;

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of ManagersManagement Committee, subject to Section 4.4, in the order and priority set forth below: (a) Firstfirst, $240,779,400 100% of the Distributable Assets shall be distributed to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (b) Second, until such time as the Class M Unitholders have received aggregate distributions pursuant to this Section 4.1(b) in the amount of $17,258,360: (i) 91.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by until each such Unitholder immediately prior to such distribution, and (iii) 7% to the Class M Unitholders, pro rata in accordance with the respective number of Class M Units held by each such Unitholder immediately prior to such distribution. (c) Third, until such time as each Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, (i) 89.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution.; (db) Fourthsecond, if any Class N Units remain outstanding at after the time of such distribution, $3,500,000 to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (e) Fifth, until such time as the Class O Unitholders have received aggregate required distributions pursuant to this Section 4.1(esubparagraph (a) and Section 4.1(c) in above, 100% of the amount of $13,500,000, (i) 89.28% Distributable Assets shall be distributed to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, until each such Unitholder’s Unreturned Class A Capital has been reduced to zero; (c) third, (A) after the required distributions pursuant to subparagraphs (a) and (b) above, 100% of the Distributable Assets shall be distributed to the Preferred Unitholders, (i) pro rata in accordance with the aggregate amount of such Unitholders’ Current Preferred Return, until each such Unitholder’s Current Preferred Return has been reduced to zero; and (ii) 1.72thereafter, pro rata in accordance with each such Unitholder’s remaining Unpaid Preferred Return, until each such Unitholder’s Unpaid Preferred Return has been reduced to zero; (B) after the required distributions pursuant to subparagraph (A) of this Section 4.1(c), 100% of the Distributable Assets shall be distributed to the Class G B Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class B Capital, until each such Unitholder’s Unreturned Class B Capital has been reduced to zero; and (C) after the respective required distributions pursuant to subparagraphs (A) and (B) of this Section 4.1(c), 100% of the Distributable Assets shall be distributed to the Class C Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class C Capital, until each such Unitholder’s Unreturned Class C Capital has been reduced to zero; and (d) fourth, after the required distributions pursuant to subparagraphs (a), (b) and (c) above, all remaining Distributable Assets shall be distributed as follows: (i) eighty-seven percent (87%) to the Class A Unitholders, ratably among such Unitholders based on the aggregate number of Class G A Units held by each such Unitholder immediately prior to such distribution; (ii) a percentage, and equal to the product of (iiix) 9% five percent (5.00%) multiplied by (y) the Class B Fraction, to the Class O B Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (f) Sixth, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G B Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% a percentage equal to the product of (x) five percent (5.00%) multiplied by (y) one minus the Class B Fraction, to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned the number Class A Capital. (g) Seventh, until such time as each Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution; and (iii) a percentage, equal to the product of (x) eight percent (8.00%) multiplied by (y) the Class C Fraction, to the Class C Unitholders, pro rata in accordance with the number of Class C Units held by each such Unitholder, and (ii) 98.28% a percentage equal to the product of (x) eight percent (8.00%) multiplied by (y) one minus the Class C Fraction, to the Class MEP Unitholders A Unitholders, pro rata in accordance with the number of Class A Units held by each such Unitholder’s Unreturned Unitholder immediately prior to such distribution; provided, however, that any Class MEP CapitalB Unit or Class C Unit shall share in distributions pursuant to this Section 4.1(d) only from and after the point at which the aggregate amount of distributions to the Unitholders pursuant to this Section 4.1(d) after the date of issuance of the Class B Unit or Class C Unit is equal to the Floor Amount for such Class B Unit or Class C Unit.

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of Managers, subject to Section 4.4, in the order and priority set forth below: (a) First, until such time as there have been $240,779,400 19,000,000 in aggregate distributions pursuant to this clause (a), 100.000000% to the SFRO Preferred Unitholders, pro rata in accordance with the respective number of SFRO Preferred Units held by each such Unitholder immediately prior to such distribution. (b) Second, until such time as there have been $191,500,000 in aggregate distributions pursuant to this clause (b), 100.000000% to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (bc) SecondThird, until such time as the Class M Unitholders there have received been $30,279,400 in aggregate distributions pursuant to this Section 4.1(b) in the amount of $17,258,360: clause (c): (i) 91.2889.000000% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; and (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (d) Fourth, until such time as there have been $259,220,600 in aggregate distributions pursuant to this clause (d): (i) 86.975780% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital; (ii) 5.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 70.304220% to the Class M Unitholders, pro rata in accordance with the respective number of Class M Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class M Unitholder but for such Class M Unitholder’s forfeiture of their Class M Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (ce) ThirdFifth, until such time as each Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, : (i) 89.2887.046630% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 90.233370% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class O Unitholder but for such Class O Unitholder’s forfeiture of their Class O Units shall instead be distributed to the Preferred Unitholders pursuant to clause (i) above. (df) FourthSixth, if any Class N Units remain outstanding at the time of such distribution, until such time as there have been $3,500,000 in aggregate distributions pursuant to this clause (f), 100.000000% to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (eg) FifthSeventh, until such time as the Class O Unitholders there have received been $21,891,576 in aggregate distributions pursuant to this Section 4.1(e) and Section 4.1(c) in the amount of $13,500,000, clause (g): (i) 89.2887.046630% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, ; (ii) 1.725.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above; (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, ; and (iiiv) 90.233370% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class O Unitholder but for such Class O Unitholder’s forfeiture of their Class O Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above. (fh) SixthEighth, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero, : (i) 1.7287.280000% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital; (ii) 5.000000% to the Class D Unitholders, pro rata in accordance with the respective number of Class D Units held by each such Unitholder immediately prior to such distribution; (iii) 6.000000% to the Class E Unitholders, pro rata in accordance with the respective number of Class E Units held by each such Unitholder immediately prior to such distribution; provided that, any amount that would have been distributable to a Class E Unitholder but for such Class E Unitholder’s forfeiture of their Class E Units shall instead be distributed to the Class A Unitholders pursuant to clause (i) above; and (iv) 1.720000% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution. (i) Ninth, and (ii) 98.28% the remainder to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital. (g) SeventhD Unitholders, until such time as each Class E Unitholders, Class G Unitholders and Vested Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zeroUnitholders, divided as follows: (i) 1.7275.280000% to the Class G Unitholders, A Unitholders pro rata in accordance with the respective aggregate number of Class G A Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class MEP Unitholders pro rata in accordance with each such Unitholder’s Unreturned Class MEP Capital.;

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of Managers, subject to Section 4.4, in the order and priority set forth below: (a) First, until such time as there have been $19,000,000 in aggregate distributions pursuant to this clause (a), 100% to the SFRO Preferred Unitholders, pro rata in accordance with the respective number of SFRO Preferred Units held by each such Unitholder immediately prior to such distribution. (b) Second, $240,779,400 to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (bc) SecondThird, until such time as the Class M Unitholders have received aggregate distributions pursuant to this Section 4.1(b4.1(c) in the amount of $17,258,360: (i) 91.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 7% to the Class M Unitholders, pro rata in accordance with the respective number of Class M Units held by each such Unitholder immediately prior to such distribution. (cd) ThirdFourth, until such time as each Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, (i) 89.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (de) FourthFifth, if any Class N Units remain outstanding at the time of such distribution, $3,500,000 to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (ef) FifthSixth, until such time as the Class O Unitholders have received aggregate distributions pursuant to this Section 4.1(e4.1(f) and Section 4.1(c4.1(d) in the amount of $13,500,000, (i) 89.28% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (fg) SixthSeventh, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital. (gh) SeventhEighth, until such time as each Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class MEP Unitholders pro rata in accordance with each such Unitholder’s Unreturned Class MEP Capital. (i) Ninth, the remainder to the Class A Unitholders, Class G Unitholders and Vested Class MEP Unitholders, divided as follows: (i) 86.28% to the Class A Unitholders pro rata in accordance with the aggregate number of Class A Units held by each such Unitholder immediately prior to such distribution; (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution; and (iii) 12% to, (A) the Vested Class MEP Unitholders in a percentage equal to the product of (x) 12% multiplied by (y) the Class MEP Fraction, to the Vested Class MEP Unitholders, pro rata in accordance with the number of Vested Class MEP Units held by each such Unitholder immediately prior to such distribution, and (B) the remainder of such 12% to the Class A Unitholders, pro rata in accordance with the number of Class A Units held by each such Unitholder immediately prior to such distribution; provided, however, that with respect to clause (A) of this Section 4.1(i)(iii), any Vested Class MEP Unit shall share in distributions pursuant to this Section 4.1(i)(iii) only from and after the point at which the aggregate amount of distributions to the Unitholders pursuant to this Section 4.1(i) after the date of issuance of the Vested Class MEP Unit is equal to the Floor Amount for such Vested Class MEP Unit and any amounts not distributed to the holders of such Vested Class MEP Units by reason of the Floor Amounts shall be distributed pursuant to clause (B) of this Section 4.1(i)(iii).

Distributions; Priority. Distributable Assets will be distributed at such times as are determined by the Board of Managers, subject to Section 4.4, in the order and priority set forth below: (a) First, $240,779,400 525,000,000 to the Preferred Unitholders pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital. (b) Second, until such time an amount equal to the product of (i) $13,500,000, (ii) the lesser of (A) one and (B) the MOI (for the avoidance of doubt, determined after taking into account any reduction in the amount distributable to Vestar pursuant to Section 4.1(c) as a result of the Class M Unitholders have received aggregate distributions distribution pursuant to this Section 4.1(b)) in and (iii) the amount of $17,258,360: (i) 91.28% to the Preferred UnitholdersValuation Percentage, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, (ii) 1.72% to the Class G Unitholders, EMEP Unitholders pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 7% to the Class M Unitholders, pro rata in accordance with the respective number of Class M EMEP Units held by each such Unitholder immediately prior to such distribution. (c) Third, until such time as each to the Preferred Unitholder’s Unreturned Preferred Capital has been reduced to zero, Unitholders (i) 89.28% to the Preferred Unitholders, pro rata in accordance with each such Unitholder’s aggregate Unreturned Preferred Capital, until each such Unitholder’s Unreturned Preferred Capital has been reduced to zero, and (ii) 1.72% to the Class G Unitholdersthereafter, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (d) Fourth, if any Class N Units remain outstanding at the time of such distribution, $3,500,000 to the Class N Unitholders, pro rata in accordance with the respective number of Class N Units held by each such Unitholder immediately prior to such distribution. (e) Fifth, until such time as the Class O Unitholders have received aggregate distributions pursuant to this Section 4.1(e) and Section 4.1(c) in the amount of $13,500,000, (i) 89.28% to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A Capital, (ii) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by until each such Unitholder immediately prior to such distribution, and (iii) 9% to the Class O Unitholders, pro rata in accordance with the respective number of Class O Units held by each such Unitholder immediately prior to such distribution. (f) Sixth, until such time as each Class A Unitholder’s Unreturned Class A Capital has been reduced to zero. (d) Fourth, (i) 1.72% to the Class G Unitholders, EMEP Unitholders pro rata in accordance with the respective number of Class G EMEP Units held by each such Unitholder holder immediately prior to such distribution, and (ii) 98.28% until the aggregate amount distributed to the Class A Unitholders, pro rata in accordance with each such Unitholder’s Unreturned Class A CapitalEMEP Unitholders pursuant to Section 4.1(b) and this Section 4.1(d) is $13,500,000. (ge) SeventhFifth, until such time as each Class MEP Unitholder’s Unreturned Class MEP Capital has been reduced to zero, (i) 1.72% to the Class G Unitholders, pro rata in accordance with the respective number of Class G Units held by each such Unitholder immediately prior to such distribution, and (ii) 98.28% to the Class MEP Unitholders pro rata in accordance with each such Unitholder’s Unreturned Class MEP Capital, until each such Unitholder’s Unreturned Class MEP Capital has been reduced to zero. (f) Sixth, if any Class L Units remain outstanding at the time of such distribution, $4,500,000 to the Class L Unitholders pro rata in accordance with the respective number of Class L Units held by each such Unitholder immediately prior to such distribution. (g) Seventh, if any Class G Units remain outstanding at the time of such distribution, an amount equal to the product of (1) the amount remaining to be distributed after all distributions under Section 4.1(a) - Section 4.1(f), multiplied by (2) 1%, multiplied by (3) the Class G Vested Percentage, to the Vested Class G Unitholders, pro rata in accordance with the number of Vested Class G Units held by each such Unitholder immediately prior to such distribution.