(b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of
the Partnership, all receipts received during or after the Quarter in which the Liquidation Date occurs, other than from borrowings described in (a)(ii) of the definition of Available Cash, shall be applied and distributed solely in accordance with,
and subject to the terms and conditions of, Section 12.4.
(c) The General Partner may treat taxes required or elected to be withheld
with respect to, all or less than all of the Partners, as a distribution of Available Cash to such Partners.
(d) Each distribution in
respect of a Partnership Interest shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution.
Such payment shall constitute full payment and satisfaction of the Partnerships liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
Section 6.4
Distributions of Available Cash from Operating Surplus.
Available Cash with respect to any Quarter that is deemed to be Operating Surplus pursuant to the provisions of Sections 6.3 or 6.5 shall,
subject to Section 51 of the Marshall Islands Act, be distributed as follows (subject to Section 16.3 in respect of any series of Preferred Units described therein and except as otherwise required by Section 5.6(b) in respect of other
Partnership Securities issued pursuant thereto):
(a) First, 98% to all Unitholders holding Common Units, Pro Rata, and 2% to the General
Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;
(b) Second, 98% to all Unitholders holding Common Units, Pro Rata, and 2% to the General Partner, until there has been distributed in respect
of each Common Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;
(c) Third, 85% to all Unitholders holding Common Units, Pro Rata, 13% to the holders of the Incentive Distribution Rights, Pro Rata, and 2% to
the General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;
(d) Fourth, 75% to all Unitholders holding Common Units, Pro Rata, 23% to the holders of the Incentive Distribution Rights, Pro Rata, and 2%
to the General Partner, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and
(e) Thereafter, 50% to all Unitholders holding Common Units, Pro Rata, 48% to the holders of the Incentive Distribution Rights, Pro Rata, and
2% to the General Partner;
provided, however
, if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution
and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6, the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance
with Section 6.4(e). No distributions shall be made with respect to Preferred Units pursuant to this Section 6.4.
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