Common use of Quarterly Distributions Clause in Contracts

Quarterly Distributions. Each holder of Class A Preferred Units shall be entitled to receive, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, cumulative cash distributions (“Preferred Distributions”) on each Class A Preferred Unit calculated based on the Liquidation Preference of such Class A Preferred Unit at a rate per annum equal to the Distribution Rate (taking into account the different Distribution Rates that may apply during each Distribution Period in accordance with the definition of Distribution Rate or Section 6(b) below), with such Preferred Distributions accruing from, and including, the earlier of (i) the Step Up Date and (ii) if applicable, the 31st day following the consummation of a Change of Control Event; provided, however, that the amount of the Preferred Distributions actually paid shall not exceed the sum of the cumulative Net Income and items of income and gain allocated to such holder pursuant to Section 3(d). Any Preferred Distributions that have been declared in accordance with the foregoing sentence shall, unless waived by the Holders’ Committee, be payable in arrears on the 27th day of February, May, August and November of each applicable year (each, a “Distribution Payment Date”) to the holders of record as they appear in the books and records of the Partnership for the Class A Preferred Units at the close of business on the 15th day of February, May, August and November, respectively; provided, that (i) if any Distribution Payment Date is not a Business Day, then the Preferred Distribution which would otherwise have been payable on that Distribution Payment Date may be paid on the next succeeding Business Day and (ii) accumulated and unpaid Preferred Distributions for any prior Distribution Period may be paid at any time. Any Preferred Distribution payable on the Class A Preferred Units, including distributions payable for any partial Distribution Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything to the contrary contained herein, Preferred Distributions will accumulate whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of those Preferred Distributions and whether or not those Preferred Distributions are declared. In the event that any Preferred Distributions or other payments on the Class A Preferred Units are in arrears, or, are otherwise not payable as a result of the proviso in the first sentence of this Section 3(a), such amounts shall accrue and accumulate at the Distribution Rate. Holders of the Class A Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described in this Section 3(a). Any Preferred Distributions made on the Class A Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to the Class A Preferred Units.

Quarterly Distributions. Each holder At least 12 calendar days prior to each Quarterly Record Date, Eastern States shall notify the Trustee of Class A Preferred Units shall Eastern States estimate of the cash to be entitled to receive, when, as and if declared received by the General Partner in its sole discretion out of funds legally available therefor, cumulative cash distributions (“Preferred Distributions”) on each Class A Preferred Unit calculated based on the Liquidation Preference of such Class A Preferred Unit at a rate per annum equal Trust attributable to the Distribution Rate Royalty Interests during the Quarterly Period to which such Quarterly Record Date pertains. At least 10 calendar days (taking into account or such longer period of time as may be required by the different Distribution Rates that may apply during each Distribution Period in accordance with rules of any securities exchange on which the definition of Distribution Rate Units are listed or Section 6(b) belowadmitted to trading), with such Preferred Distributions accruing fromprior to each Quarterly Record Date the Trustee shall communicate to the Unitholders its determination of the Quarterly Distribution Amount for the relevant Quarterly Period, and including, the earlier of (i) the Step Up Date and (ii) if applicable, the 31st day following the consummation of a Change of Control Event; provided, however, assuming that the amount of cash estimated by Eastern States to be received by the Preferred Distributions Trust attributable to the Royalty Interests is actually paid received by the Trust in a timely fashion and including the amount of interest estimated by the Trustee to be earned on such cash proceeds during the period held by the Trust. Any excess of interest actually earned on such Quarterly Distribution Amount over the interest expected to be earned thereon shall not exceed be included in the sum next computed Quarterly Distribution Amount. Any deficit in interest actually earned compared to interest expected to be earned shall be made up from other assets of the cumulative Net Income Trust, and items the cost of income and gain allocated to such holder pursuant to Section 3(d). Any Preferred Distributions that have been declared in accordance with the foregoing sentence shall, unless waived by the Holders’ Committee, so doing shall be payable in arrears on the 27th day of February, May, August and November of each applicable year (each, a “Distribution Payment Date”) to the holders of record treated as they appear in the books and records an administrative expense of the Partnership Trust for the Class A Preferred Units at Quarterly Period in which the deficit is realized. The Trustee shall request from the Transfer Agent its list of Unitholders as of the close of business on each Quarterly Record Date for the 15th purpose of determining the Unitholders entitled to receive the Quarterly Distribution Amount in respect of such Quarterly Period. On or prior to the 25th day of Februarythe third calendar month after the end of each Quarterly Period during the term of the Trust, Maythe Trustee shall, August and Novembersubject to Section 3.12 hereof, respectively; provided, that (i) if any Distribution Payment Date is not a Business Day, then the Preferred Distribution which would otherwise have been payable on that Distribution Payment Date may be paid on the next succeeding Business Day and (ii) accumulated and unpaid Preferred Distributions for any prior Distribution Period may be paid at any time. Any Preferred Distribution payable on the Class A Preferred Units, including distributions payable for any partial Distribution Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything distribute to the contrary contained herein, Preferred Distributions will accumulate whether or not Unitholders pro rata the Partnership has earnings, whether or not there are funds legally available for the payment of those Preferred Distributions and whether or not those Preferred Distributions are declared. In the event that any Preferred Distributions or other payments on the Class A Preferred Units are in arrears, or, are otherwise not payable as a result of the proviso in the first sentence of this Section 3(a), such amounts shall accrue and accumulate at the Quarterly Distribution Rate. Holders of the Class A Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described in this Section 3(a). Any Preferred Distributions made on the Class A Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due Amount with respect to such Quarterly Period, together with an amount previously determined by the Class A Preferred UnitsTrustee pursuant to this Section 5.02 as that amount of interest expected to be earned on each such amount from the date of receipt thereof by the Trustee to the payment date, to Unitholders of record on the Quarterly Record Date for such Quarterly Period.

Quarterly Distributions. Each holder of Class A Preferred Units shall be entitled to receive, when, as and if declared by the General Partner in its sole discretion out of funds legally available therefor, cumulative cash distributions (“Preferred Distributions”) on each Class A Preferred Unit calculated based on the Liquidation Preference of such Class A Preferred Unit at a rate per annum equal to the Distribution Rate (taking into account the different Distribution Rates that may apply during each Distribution Period in accordance with the definition of Distribution Rate or Section 6(b) below), with such Preferred Distributions accruing from, and including, the earlier of (i) the Step Up Date and (ii) if applicable, the 31st day following the consummation of a Change of Control Event; provided, however, that the amount of the Preferred Distributions actually paid shall not exceed the sum of the cumulative Net Income and items of income and gain allocated to such holder pursuant to Section 3(d). Any Preferred Distributions that have been declared in accordance with the foregoing sentence shall, unless waived by the Holders’ CommitteeCommittee in its sole discretion, be payable in arrears on the 27th day of February, May, August and November of each applicable year (each, a “Distribution Payment Date”) to the holders of record as they appear in the books and records of the Partnership for the Class A Preferred Units at the close of business on the 15th day of February, May, August and November, respectivelyrespectively (each, a “Distribution Record Date”); provided, that (i) if any Distribution Payment Date is not a Business Day, then the Preferred Distribution which would otherwise have been payable on that Distribution Payment Date may be paid on the next succeeding Business Day and (ii) accumulated and unpaid Preferred Distributions for any prior Distribution Period may be paid at any time. Any Preferred Distribution payable on the Class A Preferred Units, including distributions payable for any partial Distribution Period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding anything to the contrary contained herein, Preferred Distributions will accumulate whether or not the Partnership has earnings, whether or not there are funds legally available for the payment of those Preferred Distributions and whether or not those Preferred Distributions are declared. In the event that any Preferred Distributions or other payments on the Class A Preferred Units are in arrears, or, are otherwise not payable as a result of the proviso in the first sentence of this Section 3(a), such amounts shall accrue and accumulate at the Distribution Rate. Holders of the Class A Preferred Units will not be entitled to any distributions in excess of full cumulative distributions described in this Section 3(a). Any Preferred Distributions made on the Class A Preferred Units shall first be credited against the earliest accumulated but unpaid distribution due with respect to the Class A Preferred Units.